Research Of The Company Liquidation Obligor System

Company Law does not provide for the corporate liquidation obligors system,but Company Law interpretation (II) has clearly defined system of corporateliquidation obligors. As the system requires, the liquidation obligors’ liability disputesgradually increased. However, liquidation obligors system is a new system in the formof judicial interpretation of the provisions, in which there are still many uncertaintiesand imperfections. This paper combined with the judicial practice，discusses theliquidation obligors system. It contains preface and main body which including sixparts: Legal concepts of the liquidation obligors system, Value judgment ofliquidation obligors, Scope of the liquidation obligors, obligations of the liquidationobligors, Civil liability of the liquidation obligors, Legislation defect and perfection ofthe corporate liquidation obligors system.Introduction: A brief overview of the topic and background.Chapter I: Legal concepts of the liquidation obligors system, which is the basisof the study. This chapter introduces the name of the liquidation obligors systems indifferent countries, three connotations of the liquidation obligors, the origin andevolution of the liquidation obligors system, the differences between liquidationobligor, liquidator and legal liquidator.Chapter II: Value judgment of liquidation obligors. This chapter describes thatthe liquidation obligors system is a reflection of the game between state interventionand economic freedom, highlights the fair value of the balance of interests to protectthe security of transactions and the value of social credit. Procedural justicesafeguards the value of fair result, emphasizing that the system makes the company“die calm”. It has practical significance to maintain the social order, ensure safety andhealthy development of the economy and protect the interests of the parties.Chapter III: Extraterritorial specification of the corporate liquidation obligors.This chapter describes the company legislation generally does not directly specify the liquidation obligor after the dissolution of company, but appoints a liquidator, whichprovides the main body of liquidation obligation after the dissolution indirectly andthe civil liability for the breach of obligations arising on liquidation.. There aredifferent ways to appoint a liquidator in Japan, Switzerland, France and othercountries.This chapter also introduces the necessity of liquidation obligators. Theliquidation obligators should be defined as the company’s directors, controllingshareholders, actual controller.The legal basis is fiduciary duty and effective control.Chapter IIII: Rights and obligations of the liquidation obligors which isimportant to liquidation liability. This chapter presents the rights of the liquidationobligors, including organizing liquidation, appointing a liquidator, liquidator dismissal,confirming the liquidation plan and liquidation reports, supervising the liquidation,recoursing company property loss, recovering the inadequate or withdrawing capital,etc. The obligations of the liquidation obligators include making a liquidationresolution, safekeeping the corporate books and important documents, electing theliquidation executors, supervising the liquidation.Chapter V: Civil liability of the liquidation obligors. This chapter states theextraterritorial legislation of civil liability of the liquidation obligors, eg.Germany,Italy, Japan and the United States. This chapter also introduces the status of thelegislation and judicial practice, the legal basis and types of civil liability thatliquidation obligors shall bear.Chapter VI: Legislation defect and perfection of the corporate liquidationobligors system. This chapter clarifies deficiencies of the liquidation obligors in thesystem, including insufficient attention to legislation, unclear liquidation obligatorsubject, lack of punishment hierarchy, unclear liability rules, that the dissolutionregistration system is not established, that liquidation obligors registration system andthe starting program have loopholes. This chapter suggests that legislative principlesshould be clarified, the balance of interests protection principles should be established;legal system should be specified to improve the rank of the liquidation obligorssystem; concept and scope of the liquidation obligors should be redefined; theresponsibility system shall be improved; the dissolution registration system shall beestablished.