Research On Company Liquidation Of Our Country

Under the conditions of modern market economy, the company has become one of the most important commercial market subjects. As the independent Economic organization and the civil subject, the company and the natural person and other organizations equally are society's important members. Normal and orderly exit from the market not only for the protection of shareholders, creditors and the development of commodity economy and the establishment of social credit system to maintain a healthy market economy, has the importance of the orderly operation of significance.Currently, in the influence of the international finance crisis's and the industrial structure adjustment and upgrade, our country Massive Companies goes out of business, dismisses, should through liquidate company legally to end the legal relationship, clean up company creditor's rights debt, maximum limit reduces the adverse effect. But for a long time, because our company liquidation system is not perfect, our country's theorists and the practical realm for company dissolution and liquidation etc market exit mechanism research and the discussion are quite few, the correlation theories support is also quite weak, leading to many companies appear the causes of dismiss, does not carry on liquidation, even intentionally borrows dismisses opportunity runs away the debt, seriously damage the intentionally borrows dismisses opportunity runs away the debt, seriously damage the interests of creditors. This kind of phenomenon's being in flood, increased the sense of insecurity of the market subject, causes the shareholder, the creditor and the related benefit person's rights and interests is in the indefinite risk, seriously disrupted our country economic society's healthy development. There has been a major breakthrough and innovation in the revised" Company Law of People's Republic of China", and it has been gradually into line with modern company law. However, there are still a lot of defects in the company's liquidation requirements, there exists a lot of the non-liquidation company in name only in real life, and it brings about a lot of trouble and confusion to the trial court. Therefore, exploring company liquidation's legal system is not only great theoretical value, but also important practical significance. This paper based on the concerned scholar studies, combined the latest company legislation in China and the extra-territorial, directed at China's problems in the company law and corporate liquidation problems in practice, try to do a systematic, detailed analysis and research on legal issues of our country company liquidation from the procedure, the main subjects and the legal liability three angles in order to perfect the company liquidation legal system of our country.The first part of the paper researched on the procedure of the company liquidation. In order to prevent the dissolution of the company's failure to timely liquidation in accordance with the law, better protect the rights and interests of creditors and other stakeholders, it is necessary to establish a registration, system for the dissolution of the right to request the compulsory liquidation; clear in the liquidation scheme prior to the adoption of the individual discharge of creditors is invalid, execution procedures on the property of the debtor shall suspend; make a clear deadline for the company's cancellation of registration, company registration authority should review substantive examination duty; the establishment of information custody after the cancellation of the registration system; the system of the compulsory liquidation of recover the property after company deregistration.The sencond part of the paper researched on the subject's system of the company liquidation. Make systematic analysis on liquidating company, Obligor of Liquidation, Liquidation and creditors; propose liquidating company with the word'liquidation'; Clear the existence of liquidation shareholders, the board of directors, board of supervisors; Perfect company liquidation property system, introducing the recall, a first-priority claim, revocation and fraud invalid system; Distinguish obligor of liquidation and liquidator, clear rights and obligations of the obligor; Perfecting the system of liquidation, regulations, improve the qualifications for the settlement system changes; the establishment of a meeting of creditors on the liquidation of right to confirm the report.The third part the paper researched on legal liability system of company liquidation. Norms of the company liquidation system in need of legal responsibility to provide the security and it is the legal responsibility system is not perfect, did not encourage the legal behavior, illegal activities, maintaining social order, but the effect of indulgence of illegal activities. From civil liability, administrative liability and criminal liability liquidation aspects of company law responsibility system of perfect puts forward related suggestion.