Research On Liquidation Obligor's Liability Of LLC

Corporate liquidation is a necessary procedure of dissolution and delisting, which means the end of legal relations, liquidation of enterprise, and elimination of legal personality. There're many defects of shareholder limited liability system, especially when there are no rules of liquidation obligation in dissolution and delisting. Under such circumstances, the corporation assets, which should have paid for debts, will risk being misappropriated and even turning into a shell company, which definitely has a bad influence in creditors and transaction security. What's worse, limited liability company will turn into a tool to escape debts and infringe others' interests.Corporate liquidation is an act to shareholders, that is to say, obligors can't be forced to act by laws. However, laws can encourage them by increasing their costs of omission. Roughly speaking, if the shareholders perform their obligation of corporate liquidation, they'll be immune from liability; If they don't, they'll be obliged to undertake corresponding compensation responsibility. This system can lead to shareholders' good behaviors and a harmonious,fair and high-effective economic order.At present, more “Zombies companies” should liquidate but don't liquidate, which has seriously impaired social economic orders. However, improving company liquidation system and clearing duty of liquidation obligator is the fundamental way to solve this problem. This paper proposes to put forward specifying liquidation obligation and liability for damage of shareholders of Limited Liability Company(LLC) so as to improve liquidation obligator liability system of LLC in our country, through analyzing the problems and deficiency existed in confirmation of liability of liquidation obligator of LLC in the current juridical practice of our country and comparing with related systems in developed legal institution countries. This paper has introduction, main body and conclusion. Of them, there are four chapters for main body. Chapter 1 clarifies concept and determine the main scope of liquidation obligator, Chapter 2 analyzes the basis of civil liability of liquidation obligator, Chapter 3 discusses the startup mechanism of accountability of liquidation obligator and problems existed in practice and raises corresponding measures, and Chapter 4 discusses juridical measures and systemimprovement of accountability of liquidation obligator and gives suggestions.