| This article discusses the legal subjects relevant to disbandment andliquidation of corporation. It based on the following five items:1. Theories of corporation system.2. Conception, connotation and classification of disbandment.3. The legal relation of corporation under liquidation and liquidator;classification and effectiveness of liquidation.4. Legal responsibility brought to shareholders that don't perform theliquidation duty.5. Legal liability may bring to shareholders that apply to nullify the registration.This article's opinions as below:1. Disbandment of corporation is different from the end of corporation. Theformer means the corporation is prohibited to produce and manage while it isstill existing. The latter means the corporation is "dead".2. As to establishment and termination of corporations, enrollment is crucial.Corporations come into existence after being enrolled and registration is thecrucial factor of termination too. As a result, when the corporation is underliquidation, it continues to exist but its capacity of civil rights and dispositionare limited to the range of liquidation.3. The corporation becomes corporation under liquidation after it has beendisbanded. The corporation under liquidation is particular form of the formercorporation. The liquidator is the people who preside over liquidation and it isthe department of corporation under liquidation.4. Liquidation obligation of shareholders is regulated by the enterprise law.Shareholders should bear the responsibility of violating law. Besides, theyshould respond in liquidation and compensation when shareholders bringdamage to creditors.5. The corporation will lose the subject qualification as soon as the registrationbeing cancelled. Creditors may claim right to shareholders who agree toburden debts. Besides, shareholders who cheat to cancel the registrationshould make compensation for creditors' losses. |
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