Study On The Notification System Of Company's Non-Bankruptcy Liquidation

The notification system of Company's non-bankruptcy liquidation has not been paid enough attention to, which results in confusions in theory, legislation and practice. The current theory claims that consequential existing debt is the deadline scheduled period, and shareholders no longer bear any responsibilities after the cancellation of the company. The notification system designed on the basis of this theory has many flaws. Lacking of justification and inherent defects often put itself into self-contradiction. With the constant development of society, the coexistence of large-scale torts and easy cancellation of non-bankrupt companies certainly will lead to more practical difficulties.From the viewpoints of the security company, shareholders and creditors and other stakeholders, this article argues that reporting period is the shortest period, the shareholders, found after the cancellation of the company, should assume limited responsibility within the obtained remaining property in compliance with statutory conditions. And based on which, a clear relationship between notification and announcement should be established. The numbers, type, content, and methods of standardized notice should be regulated. Liquidation announcement of company merger and liquidation notices of cancellation. To construct new informing system of non-bankruptcy liquidation in the company law of our country.First part, a brief introduction to the problems of the notification system of non-bankrupt company liquidation and a semantic analysis of the definition of notification and notification system, including the type and manner, and thus the scope of the border of the notification system this paper studies is defined. Finally the jurisprudential value of the notification system of non-bankruptcy company liquidation is discussed.The second part, the necessity of comparative law study is elicited through a discussion of the status of company legislation abroad. By analyzing and assessing the legislative mode, the system of specific rules, and related institutes of those foreign legislations of the company's non-bankruptcy liquidation law, the deficiencies of our existing system are pointed out indirectly.The third part, the paper points out that the defects of legislation and practice in China mainly are caused by the deviated understanding of two theoretical problems. Using the method of theoretical analysis and drawing theories of civil law and company law, the paper compares two issues in the company non-bankruptcy liquidation, the nature of the creditor's rights declaration and the assumption of responsibility after the company's cancellation. The paper points out that the declaring time of the company of non-bankruptcy liquidation should be the shortest time limit and should not have the effectiveness of rights-deprivation. The company law should not restrict the time for supplementary declaration. The symbol of a company's non-existence is that of company does not own any assets, therefore, even after non-bankruptcy liquidation; the shareholders may still assume limited responsibilities within the scope of the distributed remaining property. In the end, the paper studies the current status of legislation of our country's notification system of the company non-bankruptcy liquidation, and, using empirical research methods, analyzes the present practice of the liquidation announcement from the angle of public notification. The inadequacies and loopholes of the two issues are also pointed out.Part IV, based on the comparison and examination of the current legislative status, the paper analyzes the relationship of the notice and announcements and improvement of legislative model, and explores specific issues including the type, frequency, contents, and the notify objects of the notification system, standards of known creditors confirmation, time limit of creditor declaration and legal consequences, the notification system of non-bankruptcy liquidation and merger of related companies, and the cancellation system of notification and announcement.Finally, the paper makes 22 specific improving proposals for the design of law provisions in the field of the notification system of company's non-bankruptcy liquidation in our country.