A Study On The Legal Issues Of The Corporation Liquidation Obligors

The system of the corporation liquidation obligors is a important part of thecorporation liquidation system. It has a great relationship with the initiation of theliquidation when the corporation is dismissed and the undertaken of the civil liabilitywhen the corporation was illegally written off. The lack of the system of thecorporation has led to the chaotic of the practice, the conditions of unable to protectthe creditors’ interests is largely springing up. The liquidation obligors is a subjectwho is obligated to start liquidation、organize liquidation. There is a differencebetween the liquidation obligors and liquidators or creditors, because it is neither theexternal representative of the liquidating corporation also not the executor ofliquidation and it has a unique legal status. Based on the theories of fiduciary dutyand corporation controlling, the paper will definite the corporation liquidationobligors to the controlling shareholder and the boards. Because of their owncharacteristics or the unique position, the competent authority、the actual controllersof the corporation and the minority shareholders. Only in this way that the rights andobligations of the liquidation obligors, the purpose of the establishment of theliquidation obligors can be really understood and comes true. The rights of theliquidation obligors specifically include: appoint the liquidators、 supervise anddismiss the liquidators，and verify the plans and reports of the liquidation. Theobligations of the liquidation obligors can be divided into legal obligations、bylawsobligations and promissory obligations, and these obligations can be specificallydivided into apply for registration of dissolution and start liquidation、appoint theliquidators、verify the plans and reports of the liquidation、keep the property andaccount books of corporation in good faith、 comply with the commitments andobligation of contribution.“No relief, no rights”, no liability standard constraints ordeter, the performance of the obligation will be seriously hindered. If the corporationliquidation obligors violated its previous obligation of liquidation, it should bear thecorresponding civil liabilities. The civil liabilities of the liquidation obligors can bedivided into vicarious liability、compensation liability and The joint and severalliabilities for payment. Vicarious liability is a kind of behavior liability, and it can beconverted to pay responsibility by indirect enforcement; The legal basis ofcompensation liability is the creditor’s rights infringement theory, the liquidationobligors must be responsible for the losses of the creditors which was caused by their violation of its previous obligation of liquidation; The joint and several liabilities forpayment is a liability which violates the obligations of liquidation of law.