The Perfection Of Our Company’s Compulsory Liquidation Legal System

In the society of market economy today, Companies are making more and moreimportant rules. As important market bodies, the “born” and “dead” of the companiesmust be regulated by the laws. The dead of the companies is the end of the companies,including dissolution and bankruptcy, and after the dissolution, companies must becancelled after the procedure of liquidation. Through the liquidation, companis cleanthe properties, process rights and debts, account for the creditors, shareholders and thehold economy society. Usually the compnies should liquidate themselves, but inpractice the companies may do not liquidate themselves, or the voluntary liquidationmay be blocked, or the companies may insolvent. As a result, the voluntaryliquidation can not be completed. In this situation, we need a special liquidationprecedure, so this is compulsory liquidation.Compulsory liquidatio is a legal system that when the voluntary can not becontinued, the court can intervene the liquidation to ensure the liquidation can becompleted. The main features of compulsory liquidation are: the condition of the startis more strict, court and creditors have more rights to intervene, the requiement of thetime limit is more strcit, and so on. Compulsory liquidation can effectively break theliquidation deadlock, protect the interests of creditors and shareholders, maintain theorder and safety of the whole economy society.Because of its importation, Chinese government has been paying much attentionon it. At first, there is only one clause about compulsory liquidation in <CompanyLaw>, then than half of the clauses in <Company law of the judicial interpretation oftwo> are about the compulsory liquidation, and there are more and more detailedspecifications in <Summary>. Even so, the regulations are insufficient. First, <Summary> is not law or judicial interpretation, its effection is limited. Second, eventhe <Summary> has many clauses, there are still blemish malpractice in it, forexample, the start up of compulsory liquidation is narrow, the bodies that have rightsto apply the compulsory liquidation is insufficient, there are defections about thecourt’s trail system of compulsory liquidation, there are defections about the formingsystem of liquidation group, the crediors have not enough rights to intervene theliquidation, and so on. All these defections are restriting the effection of thecompulsory liquidation system.To perfect a legal system, it is necessary to draw lessons from other countries’legal system. Japan and Taiwan’s company’s special liquidation system has been usedfor many years, it has many similarities to our country and has important meaning ofreference to our country. There are many advanced features in other countries’liquidation systems, such as applicable objects, applicable situations, precedure ofapplication and approval, judicial system, involvement bodies, agreement of creditors,precudure of end, and so on. Through the learing, we can make up the deficiency ofour compulsary liquidation system, better realize the value of our compulsaryliquidation system, comply the need of our legislation.Through the learning of other countries’ special liquidation system and theexperience and lessons of our judicial practice, we can make some comments andsuggestions to our compulsory liquidaiton system, such as: expand the start up ofcompulsory liquidation, increase the bodies that have rights to apply the compulsoryliquidation, pefect the system of meeting of cretidors, pefect the judicial system of thecases of compulsory liquidation, perfect the forming system of liquidation group,using the system of denial of corporate personality, and so on, and to make someexploration of the perfection of our complusory liquidation system.