A Study On The Civil Liability Of Shareholders In The Process Of Liquidation And Liquidation

Liquidation includes bankruptcy liquidation and non-bankruptcy liquidation. The former is stipulated explicitly in the Enterprise Bankruptcy Law, while the latter has not been introduced specifically in the regulation in our country. At the meantime, there has been an increasing number of non-bankruptcy liquidation in practice, mainly concentrated in violation of liquidating obligations and shareholders’ defective contribution. Due to the legislative imperfections, trial methods of different courts are not consistent.Considering the status of the legislation and practice, to study issues related to non-bankruptcy liquidation has a meaningful practical significance. In addition, to protect the interests of creditors is one of the main purposes of setting up liquidation system, in the practice of non-bankruptcy liquidation, there often exists the phenomenon of shareholders go against the interests of creditors in various forms. Therefore, this essay analyze the violation of shareholders’ obligation of liquidation and shareholders’ defective capital contribution based on the perspective of shareholders’ infringement and creditors’ protection, combined with the existing laws and regulations on the statutory, in order to distinguish shareholders’ responsibility and to protect creditors’interests. The essay is divided into four chapters.Chapter one is about shareholders’ offenses in the non-bankruptcy liquidation, including positive violation and negative violation. Chapter two and three explores realistic ways to look into shareholders’ civil liability, makes sure that a clear breach of the obligations of liquidation to should bear three kinds of responsibilities. Chapter three discusses how to improve the protection of shareholders’ liquidation responsibility, shareholders’ capital contribution and creditor’s interests, and comes up with several solutions.