On The Non-bankruptcy Liquidation Rights And Responsibilities Of Shareholders

In a market economy, the establishment and termination of the Company as if the body’smetabolism, but also the market economy survival of the fittest is inevitable that China isrelatively healthy for the establishment of the company regulations, but there are a lot ofproblems the company’s exit mechanism, especially shareholders as the actual control of thecompany who take advantage of their position, misuse of corporate limited liability system,evading debts to the detriment of other interests in the subject, in order to protect thelegitimate interests of the parties to the subject, maintain the security of transactions, toestablish a stable and orderly market exit mechanism, it must be on shareholders to make aclear definition of responsibilities that bear the responsibility for the infringement caused bythe shareholders.Theme of this paper is non-bankruptcy liquidation of shareholders’ rights andresponsibilities, concern set shareholder rights and responsibilities. In a wide range ofnon-bankruptcy liquidation to shareholder rights obligations and responsibilities set angle,based on a comprehensive analysis between shareholders, shareholder rights andresponsibilities with the Company, shareholders and creditors, shareholders and directors,shareholders and the courts set up between the way and the corresponding system. Based onthe above topics, the paper starting from two aspects are discussed: first, the role ofshareholders in non-bankruptcy liquidation, liquidation obligations, liquidator, as well as pureshareholder, shareholders enjoyed were analyzed under three identities the rights andobligations assumed responsibility for a comprehensive description of shareholders’ rights andresponsibilities. On the other hand, the internal and the other main shareholders andcontrasting angles. In this paper, based on the balance of interests, the principle of limitedliability and limited oversight, weighing the interests of shareholders with other subjectsanalyzed in liquidation proceedings shareholder rights should be enjoyed and responsibilities,so as to continuously improve the clearing system, and promote the smooth and efficientcompletion of the liquidation process.The main contents are as follows:Chapter II non-bankruptcy liquidation of the basic theory. By the nature of the contentand dissolution analysis shows, the definition dissolution of the company, while thecompany clarified its dissolution and liquidation of the differences and connections; theoryby analyzing the doctrine abroad, drawn and non-bankruptcy liquidation liquidationconnotation in law; make a classification of non-bankruptcy liquidation, particularly points out the applicable non-bankruptcy liquidation type; then, indicating non-associatedshareholders of the company and liquidation of the subject, pointing out the role ofshareholders in a non-bankruptcy liquidation of position.The third chapter is set in a non-bankruptcy liquidation of the basic principles ofshareholder rights and responsibilities. In order to achieve the interests of protecting theinterests of the main parties in a non-bankruptcy liquidation, shareholders’ rights andresponsibilities in the set, when the sound clearing system, the first solid foundation ofmodern corporate system, adhere to the principle of limited liability, while balancing theinterests of all parties to reach a fair equitable balance of interests, and to exercise the rightsand obligations of the shareholders to make an effective oversight to prevent obstruction,damage liquidation behavior.The fourth chapter is set in a non-bankruptcy liquidation on shareholder rights andresponsibilities. This chapter analyzes the relevant provisions of existing laws for shareholderrights and responsibilities, and to make summarized in three roles clearing obligation as ashareholder, liquidator, as well as simple shareholders, based on the rights and obligationsof shareholders were made instructions, while shareholders bear the responsibility andliability to settle the obligation into two categories; after that, the provisions listed abroad andcomparison with China’s regulations, the final analysis sums up the clearing system of theexistence of shareholder rights and responsibilities set problems.Shareholders’ rights and responsibilities in the perfect setting of the fifth chapter of thenon-bankruptcy liquidation. This chapter begins with shareholders and the company bearsthe responsibility for the main analysis of the company after the termination liability ofshareholders; internal size of shareholders for shareholder rights and responsibilities set is notbalanced, the right of appeal put forward by the protection of minority shareholders to balancethe size of shareholders’ equity; faced both as Director liquidation main distinction betweenthe terms of reference of shareholders and directors; in order to protect the interests ofcreditors, shareholders ’ rights and responsibilities clear, and the main creditors becomeinvolved in the liquidation process of liquidation, given the creditor oversight liquidation,shareholders’ rights to compete; while building registration and dissolution of liquidatorregistration system so that timely intervention judicial liquidation procedure, full supervisionof the judiciary.