A Study On The Shareholders’ Liability In Company’s Liquidation System

The Liquidation System is one of the most important parts of Company Law.China has established a set of mature rules regulating corporate establishment, but westill lack of elaborate regulations of shareholders’ responsibility in liquidation system,to some extent it could be said there exists legal blankness in this area, which resultsin much more problems in our practical economic life. It is urgent to construct perfectand elaborate corporate shareholders’ responsibility in liquidation system. In dailycommercial life, the shareholder mainly involved in violation of capital contributionobligations, liquidating obligations, abuse of legal person independent personality andshareholder limited liability. Under such circumstance, The sole shareholder’sobligation and liability in liquidation system is mainly discussed in this article, whichinsists that the study on three aspects as follows: liability of enriching capital,because the shareholders may breach the obligation of contribution in different waysand under this circumstance the shareholder shall be liable for the breach of theobligation of contribution and be liable for the sufficiency of capitals; joint liabilitycaused by the corporation personality,The result of buy-back of the share must causethe reduction of company’s capital, has wavered on the capital foundation of thecompany, have weakened the property guarantee to the creditor. Thus this articlediscusses the abuse of corporation personality and briefly analyzes the necessity andpracticability of corporation personality negation system and puts forward a tentativeplan for law making. The last aspect of shareholders’ responsibility is liability fordamage when shareholder violates their liquidation duty. the three specificresponsibilities constitute the framework of shareholder’s ability in liquidationprocess, But there are also some problems and of disputed point. so How to regulateshareholder responsibility Is the inevitable requirement of the improvement ofliquidation system, it can also ensure the company’s shareholders and creditors rightsand interests of the basic way.