On The Liquidator Of Civil Liability

As the necessary and core procedure, company liquidation is of vitalimportance in company law. A qualified and well company liquidation institution cansafeguard the shareholder interest, as well as the rights of other stake holders such asthe debtors and employees. The imperfection of such institution and unreasonablecivil liabilities of the person concerned lead to the illegal cancellation of company,which severely impact the legal rights of regarding stake holders, companyshareholders, debtors,employees included. As the executor of company liquidation,the liquidators stand in the core with close connection with other stake holders.Whether the liquidators properly fulfill their legal responsibilities counts a great dealon safeguarding the company liquidation and balancing the rights and interestsamong all the stakeholders.Chinese legislation pays little attention on the civil liabilities of companyliquidator, they mainly focus on “The Company Law”(amended in2005)and“Provisions of the Supreme People’s Court about Several Issues Concerning theApplication of the Company Law of the People’s Republic of China(II)”. Althoughthe judicial interpretation enriches the liquidation civil liabilities to some extent,there are still some defects in theory and practice. For example,the liquidator liabilityfalls into the category of the tort liability or contractual liability? If there is illegalliquidation, the liquidator should bear all the loss or all the debts? The liquidator’scompensation is supplementary or for any loss? There is no unanimous conclusion intheory and practice. In the author’s opinion, the liquidator civil liability is tortliability, for it is the legal consequence of contravening the liquidation obligation,thus it should based on the subjectively intentional or culpable negligence, and theliability is supplemental to the loss of shareholders, debtors as well as other stakeholders.The theses includes the forewords, main body and conclusion.The first chapter mainly researches on liquidation of the company philosophy, concepts and category of company liquidation, the definition of liquidator, it focuson the conception and, the legal conception of the liquidator.The second chapter discusses the theoretical foundation about the liability ofliquidator, it focus on the form and qualification of the liquidator, as well as whoseconnection with the company institution, proving the liability of liquidator in thecompany liquidation.The third chapter mainly analyses the liquidator civil liability and focus on theaspects of the nature, category, doctrine of such liability to discuss the variouscircumstances of liquidator assuming the liability to shareholders, debtors andsupervisors for the illegal liquidation. As well as put forward some suggestion toimprove the liquidator civil liability.The closing of the theses summarizes the viewpoints and conclusions, and putemphasis on the liquidator civil liability being the tort liability,thus it should basedon the subjectively intentional or culpable negligence, and the liability issupplemental.