The Civil Liability Of The Company In Liquidation

Liquidation is an important step of the company dying process, only after theprogress of liquidation, the company could cancel the registration, in order to trulyout of the market. In the liquidation process, the situation that due to the liquidationof the obligor fails to perform or improper performance of obligations resultingliquidation procedure not performed frequently occur, what will directly lead to thedamage of to creditors’ interests. So Supreme People’s Court issued a relevant judicialinterpretation, focus on the civil liability of the liquidation, in order to supervise theliquidation obligor actively fulfill their obligations, and protect the interests ofcreditors of the company. In this paper, we based on the civil liability provisions ofthe company liquidation which provisions in "Company Law" and relevant judicialinterpretations, combing different civil liability of subjects in the process ofliquidation, expectations of a systematic understanding of civil liability inliquidation.The article includes the civil liability of liquidation obligation, the civil liabilityof liquidation group members, the civil liability of actual control and commitmentcanceled responsibility that the shareholders and the third party will bear.The civil liability of liquidation obligation, first, the author put forward the viewon the concept and scope of liquidation obligor, point out that liquidation obligor iswho bears the main responsibility for clearing organization to clean up the company’sdebts after the company appeared the dissolution of the subject. Liquidation obligorshall determine the scope of a limited liability company for all shareholders, theCorporation’s controlling shareholder and director. Next, on the basis of theobligations of liquidation obligor, studies of different types of behavior correspondingresponsibility with cases. Including mandatory liquidation obligation, the obligationof lazy liquidation obligation, liability of malicious cancellation of company andmalicious to disposal company property.Civil liability of liquidation group members. First introduce the concepts andterms of reference of liquidation group, and then analysis of the generation time of liquidation in accordance with relevant laws, the legal status of the liquidation groupand the form a liquidation group. Focuses on the civil liability of liquidation groupcorresponds to different behaviors, including the liability of illegal discharge ofliquidation obligation, liability of does not fulfill the obligation of notification andannouncement and the liability of executive unconfirmed liquidation scenario.Civil liability of actual control. In accordance with the definition of the actualcontrol to determine the legal status and duties and point out an overview of the typesof civil liability for actual control. Actual control should not be used as liquidationobligor, but assume the same responsibilities with liquidation. Including mandatoryliquidation obligation, the obligation of lazy liquidation obligation, liability ofmalicious cancellation of company and malicious to disposal company property.Commitment canceled responsibility that the shareholders and the third partywill bear. In this part, after an analysis of the subject, content, nature and validity ofthe commitment canceled responsibility that the shareholders and the third party willbear, the author discussed the application of commitment cancellation our country.And Put forward some Suggestions for Improvement against commitment canceled.Although the Supreme Court’s judicial interpretation of the civil liability ofliquidation in the company has conducted a more comprehensive provisions, there arestill some flaws, this article also made some suggestions for it.