Research On The Company Non-Bankruptey Liquidation

The company is one of the most active in the main market economy, the company’s establishment, change, cancellation and other issues have been discussed in academic focus, clearing system as a very important part of company law is gradually being concerned theorists. Has been the focus of academic attention in the bankruptcy liquidation, not bankruptcy liquidation regime isolated. But along with the rapid development of the market economy, more and more problems liquidation procedure, non-bankruptcy liquidation has gradually attracted attention academia and legislation. Currently, non-bankruptcy liquidation system in China is not perfect, modify,2014"Company Law" does not relate to non-bankruptcy liquidation regime. For these reasons, the author on the basis of previous, non-bankruptcy liquidation regime for these problems, do a superficial analysis and discussion, presented their views and suggestions little, but because I Caishuxueqian, it is inevitable inappropriate, please correct me.This paper is divided into four parts:The first part analyzes the difference between the non-bankruptcy liquidation and bankruptcy liquidation, and its importance, purpose and meaning. After analysis concluded that dissolution occurs in the company after the dissolution of the company due to non-bankruptcy liquidation. In the category of ordinary and special liquidation liquidation, compulsory liquidation and self-liquidation of the points. Ordinary liquidation that the company should set up a liquidation group within15days after dissolution occurs, began liquidation. Special liquidation, liquidation and bankruptcy liquidation between between ordinary, that the company no ordinary liquidation, and no application filed for bankruptcy, but the application of a clearing system for the public authority to intervene by interested parties. Liquidation means the shareholders of the company on their own voluntary liquidation proceedings. Forced liquidation is forced liquidation by the judicial power to intervene.The second part discusses in depth the legislative status quo foreign non-bankruptcy liquidation regime. Elaborated on aspects of foreign liquidator elected and dismissal procedures, non-bankruptcy liquidation proceedings and deadlines, company liquidation supervision mechanism, provides detailed, improve the system, it is worth our reference. The third part of the company to resolve the non-existence of the bankruptcy liquidation system deficiencies, the main problems:First, appoint a liquidator, the China’s "Company Law" only provides a limited liability company by shareholders, directors or shareholders, Ltd. is determined by the General Assembly staff members, but elected qualifications and dismissal system are not specified; Second, the subject and the main responsibility is to start liquidation proceedings is not clear, time, subject, specific provisions of the situation to start liquidation proceedings more general; third is the lack of maneuverability liquidation procedures, supervision mechanisms are inadequate, the concept of the main provisions of liquidation varies, the law can lower operational reality; Fourth, the legislation to protect the interests of creditors, the system is imperfect, information, participation rights of creditors can not be adequately protected the interests of small shareholders have to less than fully protected.The fourth part describes measures to improve the system of non-bankruptcy liquidation:First, statutory liquidator, liquidator given chapter, appoint a liquidator and specify the liquidator, while improving dismissal system. In the liquidators have violations, when violations interested, through certain procedures must be dismissed; Second, positive and negative qualifications clearly liquidator, liquidator professional as soon as possible in order to introduce the system to achieve the ranks of the liquidator, professional; first Third, improve the supervision and creditors from the court-supervised liquidation process monitoring mechanisms to improve special liquidation system, specifically forced dissolution of the subject matter and the company’s shareholders the right to bring special liquidation, and strengthen the role of the court in special liquidation; Fourth, improve the system of the division of responsibilities, clear accountability and responsibilities of the main methods and types, expand channels of judicial relief, protection of shareholders, creditors and other interested parties of the right to appeal, in order to safeguard the legitimate interests of the creditors.