On The Civil Liability Of The Liquidation Obligation Of The Company

The company in the course of business difficulties can not continue to operate when it is necessary to go through the legal and orderly legal procedures to withdraw from the market,according to the law to clear the company as a necessary exit from the market,the company,shareholders and related entities to protect the legitimate rights and interests is particularly important.As a legal subject to initiate a liquidation procedure,the liquidation obligor plays an important role in the construction of a lawful and orderly market exit mechanism.Some legal subjects in the judicial practice refuse to liquidate the company after the dissolution of the company,Cancellation of the company,this behavior both the company’s shareholders and creditors of the legitimate rights and interests caused serious damage,nor conducive to the construction of a legitimate and orderly market economy environment.The first part of this paper is to define the basic concept of the liquidation obligations of the company and the scope of the main body of the liquidation obligations.The definition of the connotation of the liquidation obligations is defined as the definition of the main body of the liquidation obligor and the identification of the civil liability of the liquidation obligor The At the same time,through the analysis of the relationship between the liquidation and the liquidation of the liquidation,it is possible to clarify clearly the specific functions of the liquidation obligations of the liquidators in the liquidation and settlement phase of the company.For the definition of the scope of the main body of the liquidation of the liquidation,the theoretical basis of the definition of the company’s control and the theory of good faith is analyzed.Based on the analysis of the specific theoretical basis and the discussion of the judicial practice,the corporate governance process Whether the different legal subjects can be defined as the liquidation obligations.The controlling shareholder and the directors of the Company shall have de facto and legal control over the Company and shall have the corresponding obligation of good faith and shall therefore be defined as the liquidation obligor.Because the limited liability company has thecharacteristics of small company and few shareholders,the shareholders have the same legal and factual control of the company,and also have the obligation to the corresponding rights subject,so the limited liability company,whether the controlling shareholder Or non-controlling shareholders should be defined as liquidation obligations.The actual controller of the company because of its unique legal status,the company does not enjoy the legal control of the company in the dissolution of the liquidation stage is a negative obligation,so the company’s actual control of non-corporate liquidation obligations.The second part of this paper mainly analyzes the legal basis of the civil liability of the liquidation obligor.Through the analysis of the legal obligation to the legal responsibility transformation,the creditor’s rights infringement theory and the company’s personality denial system,it lay a solid theory for the determination of the civil liability of the liquidation obligor basis.First of all,from the perspective of jurisprudence to the legal obligations to the legal responsibility of a simple analysis and combined with the company’s specific obligations to dissolve the liquidation of clear obligations should be undertaken.Secondly,the author summarizes the current situation of the development of creditor’s rights infringement theory in China,the rationality of the creditor’s rights theory of liquidation obligations and the particularity of the creditor’s rights infringement.The analysis of the strict conditions that should be possessed by the theory is the civil liability of the liquidation obligor To provide legal basis.The analysis of corporate personality denial system focuses on the comparison of the two in the relevant aspects of the analysis,clear the civil liability of liquidation obligations of the company’s personality to deny the legitimacy of the system.Through the above three different nature of the legal basis of the analysis,and ultimately to clear the civil liability for liquidation obligations to lay a solid theoretical basis.The third part of this article is mainly on the civil liability of liquidation obligations to explore,adopted in March 2017,"Civil Law General Rules," Article 70,paragraph 3 states: "liquidation obligations do not timely fulfill the liquidation obligations,causing damage,Bear the civil liability." Although the provisions of the liquidation obligations of the civil liability to give affirmation,but for the liquidationobligations should bear what responsibility,how to identify and did not give a clear answer.Therefore,the part of this article is based on the legal basis of the civil liability of the liquidation obligor,and the civil liability of the liquidation obligor is divided into compulsory liability for breach of contract,tort liability and joint and several liability.According to the different types of civil liability of the liquidation obligor,the paper analyzes the civil liability of the liquidation obligor for different legal consequences caused by different legal acts.