The Application Of Shareholders' Joint Liability For Defaulting The Liquidating Obligation

Company must be liquidated to consummate various rights and obligations, such as retrieving the credits, repaying the debts and distributing the residual properties to its shareholders between dissolution and termination. Defaulting the liquidation obligation in statutory period, can lead to loss, damage, or devaluation of companies' property, and also may result in unliquidated obligation. The liquidation obligors have to bear the liability for above effects including the cancel of companies without liquidation or with fake liquidation report. Under the “Application of the company Law”, it stipulates that shareholders who default liquidation obligation have the responsibility to compensate and joint liability, which mentioned previously both refer to tort liability. The shareholders as liquidation obligors should bear joint liability because of relevance within shareholders and between shareholders and companies. This joint liability has its specific responsibility beside the general characteristics of joint tort liability. The shareholders only need the responsibility in its range according to their participation in the company. For the rules of evidence, creditors outside the company are vulnerable to evidencing the internal affairs of companies. So the distribution of evidence liability is suitable to reversing the burden of proof. Though the law has no definition for this situation, limitation, to a certain degree, is more suitable to the value of laws. The creditors' right to order shareholders who default liquidation obligation to bear liabilities is an obligatory claim right. Then it is reasonable to be restricted by the statute of limitation as long as some specific issues such as starting point can be confirmed. So the right allocation can also be considered as a limited standard for shareholders' joint liability due to defaulting the liquidating obligation.