Liability Assumption Of Unpaid Debts After The Cancellation Of The Company

The company's debt assumption is an important system of company law,which concerns the protection of creditors,especially the protection of creditors in the dissolution and liquidation of the company.China's Company Law does not mention the issues of debt assumption after company's cancellation,and it is only partially mentioned in the relevant judicial interpretation.What's worse,there are also deficiencies in the discussion of theorists.This paper intends to discuss the status quo and problems of the creditor protection in China after the cancellation of the company.Based on the intention of protecting the creditors,this paper attempts to carry out the system of the responsibility commitment mechanism of the unpaid debt after the cancellation of the company in our country.At the same time,it puts forward some suggestions on how to perfect the Company Law in the future.Company must go through liquidation after the cause of dissolution,then it cancels and terminates.Which is the basic practice in most countries in the world,China's"Company Law" also provides that company's liquidation is a pre-cancellation procedure,the cancellation of the company has termination effect.From the perspective of the relationship in debt,the debt relationship occurs between company and creditors before company's cancellation,company has the need to fulfill its obligations timely as a debtor.When this obligation is not fulfilled,it becomes a responsibility,and the company is undoubtedly the main body responsible for this responsibility.After company's cancellation,the company's corporate personality has been terminated,but the debt relationship has not been eliminated.If particular subjects violate their statutory obligations,how to identify the company's debt relationship?If the creditor' s unpaid compensation is due to his own fault,can the debt relationship be considered to be eliminated?If there is no fault of the parties concerned,how should the relationship between the debt be defined?However,theoretical community has not reached a consensus on the aforementioned issues,current legislation in our country does not provide effective regulations for the above situations,the deficiencies are as follows:the application of liability rules in different situations is chaotic,no institutional arrangements for the liability of contingent liabilities,lack of responsibility for social sharing mechanisms and so on.In view of the above situations,the author wants to learn from foreign relevant legislation experience,and then put forward the following suggestions to the systematic construction of the responsibility assumption mechanism of unpaid debts after the cancellation of company:Firstly,in the situation where company cancels without liquidation,the obligors of liquidation shall assume the responsibility of repaying the unpaid debts of the company.if the obligors of liquidation fails to pay of,after finding out that company registration authority violates the lawful registration,it shall assume supplementary compensation liability to creditors.The way of undertaking responsibility,the scope of liability and the subject of liquidation obligors should all be confirmed in future Company Law.Secondly,in the situation Where company cancels after illegal liquidation,the fault-settling entity shall bear the liability for compensation for the unpaid debts.In view of the different types of illegal liquidation,the liability of liquidation obligators in the case of false liquidation or malicious disposal of the company property,as well as the liability of the members of liquidation team in the case of falling in notifying and proclaiming,shall be confirmed in the future Company Law respectively.Thirdly,in the situation where company cancels after legal liquidation,the unpaid debt can be bear by the property reserved by the original company or returned by the shareholder.When it can't be paid off,we can also transfer the debt to the society by building liability insurance system and fund system.Lastly,in the situation where shareholders breach their obligation to contribute,if the company's assets are not sufficient for debt repayment,the shareholders funded by the defect shall assume their liabilities within the scope of its non-contribution.