Non-bankruptcy Liquidation System

There are many changes about the formation and operation of the company in our new Corporation Law. It has made a great progress. But there is little revision about non-bankruptcy liquidation. Many provisions about liquidation system are principle. There are not clear or operating. This results in not unified stander and confusion for the judicial practice. Especially there is not clear liquidation liability, too more administrative liability, less civil one. There is not perfect system of liquidation and enough liquidation liability not to effectively supervise liquidators to perform duty. This causes that many liquidators go slow to settle, neither registration nor publication. It is difficult for creditors to claim rights timely. Some companies are engaged in fraudulent trade, they transfer, hide or unauthorized partition corporate properties before liquidation. There are even some apply to cancel the registration without liquidation. This will damage creditor's interest and the safe of trade and the stability of social economy order. So our new Corporation Law should perfect liquidation procedure and clearly definite the liquidation liability of liquidators. This can supervise liquidators to perform duty on time to ensure the liquidation procedure and to protect the interests of creditors and let bankrupt's corporation to quit market legally and orderly.The liquidation includes bankruptcy or not. The bankruptcy liquidation procedure is enacted in Corporate Bankrupt Law. Its procedure is strictly and normatively. It is better to protect creditors relatively. The non-bankruptcy liquidation is not perfect. The paper majors in the study of non-bankruptcy liquidation and how to protect the interests of creditors.The first part: theory about non-bankruptcy liquidation. This part introduces theconcept, characters, reasons and classification. It analyses the value of non-bankruptcy liquidation from the fields of justice, transaction safety, protection of creditors and interested parties.The second part: the questions of non-bankruptcy liquidation. This part points out the questions of non-bankruptcy liquidation, such as: the beginning, lack of liquidation supervisory system, especially lack of liquidation system, unclear liquidation liability and so on.The third part: the experience of Taiwan distract and abroad. This part introducesthe registration and record system of company dissolution, the system of liquidation debtor and liquidator, special liquidation system and liquidation supervisory system in Taiwan distract and abroad.The fourth part: the perfect of non-bankruptcy liquidation in our Corporation Law. The paper gives some suggestions to perfect our law according to the legislative experience in other countries and our national conditions.