Research On The Civil Liability Of The Company Liquidation Obligors Analysis

The company's liquidation system has undergone a process of evolution from broad to strict.With the promulgation of the "Provisions of the Supreme People's Court on Several Issues Concerning the Application of the "Company Law of the People's Republic of China"(?)"(hereinafter referred to as the "Company Law Interpretation ?"),Article 18 clearly stipulates the shareholders of limited liability companies.The directors,controlling shareholders and,in some cases,the actual controllers of a company limited by shares have liquidation obligations.A liquidating obligor's negative performance of liquidation obligations will result in damage to the company's assets or it will be liable to compensate the company for liquidation.However,in 2017,the new article 70 of the "General Principles of Civil Law"similarly stipulated the scope of the obligor of liquidation,and the scope regulations of the two were inconsistent.This caused a certain degree of chaos.After the introduction of Article 18 of the " Corporate Law Interpretation ?",many creditors brought the company' s shareholders to the court and demanded that they take joint responsibility under the section of the law.It protects the rights and interests of creditors in the company liquidation system,but it causes shareholders of the company to bear high investment risks.In some cases,it is too harsh for shareholders.This thesis collates and analyzes a number of related cases,finds out the current situation of judicial practice in the application of the law,compares and analyzes the current problems,and finds solutions through research and analysis.The first chapter mainly studies the main issue of the liquidation obligor,sorts out the reasonable scope of the subject of the current liquidation obligor,and questions the rationality of all the shareholders of the limited liability company as the liquidation obligor.The second chapter is to carry out a more comprehensive method of legal hermeneutics and an analysis of the effectiveness of legal application of legal interpretations,historical explanations,system explanations,and purpose interpretation methods.It is concluded that even if the new "General Principles of Civil Law" has been issued and With relevant provisions,Article 18 of the "Company Law Interpretation ?",can still be effectively applied.The third chapter studies the legal basis and responsibility of the company liquidation obligor in the case of negative performance of obligations or improper performance of obligations,and analyzes the conflicts between the limited liability system and the liability of the liquidating obligor.The fourth chapter is an empirical analysis of liquidators,pointing out the practical obstacles for shareholders to fulfill their obligation of liquidation and the current status of burden of proof for corporate liquidators,and proposes reasonable solutions to many problems that lead to excessive liability of shareholders.1.The range of liquidators shall exclude disadvantaged shareholders and increase the liability of directors accordingly;2.Carefully apply the company's personality disclaimer system of Article 18 of the Interpretation of Company Law;3.Improve the mechanism of burden of proof and balance the burden between the two parties..