Research On The Problems Of Legacy Creditor's Rights After The Cancellation Of Companies

Company is a separate legal entity.In business activities,a company has legal personality and enjoys civil rights and obligations.The legal entity qualification of a company arises with the establishment of the company,and die out with the cancellation of the company.When the company is dissolved,the company needs to liquidate the company according to law and cancel the registration at the registration authority.The company pays off the company's debts by performing the liquidation procedure,claims the company's creditor's rights,settles the company's business and distributes the remaining property.Only after the company has been liquidated according to law and cancelled its registration with the registration authority can the civil subject qualification of the company be terminated in the legal sense.Our country's "Company Law" and "Regulations on the Management of Company Registration" have made principled and procedural provisions on cancellation of companies.However,in practice,only according to these relevant provisions is not enough to solve the problems existing in or left over from the cancellation of registration.There is no clear legal basis to guide the disposal of the company's residual creditor's rights after cancellation.After the cancellation of the company,the relevant provisions on the substantive operation of the disposal of the residual creditor's rights are incomplete.Different courts have different understandings of the law when trying cases,and similar cases often get different judgments.s a result,the number of appeal cases has increased greatly,and the burden of court work has increased.At the same time,it's also a waste of judicial resources.According to the law,before the cancellation of the company,all the rights and obligations arising from the company's business activities should be terminated,so that there will be no more problems left behind after the cancellation of the company.However,in company practice,due to various reasons,many creditor's rights have no time to terminate or deal with the objective conditions are not yet available.This will result in the company's creditor's rights not ending after the cancellation of the whole company and the death of its legal personality.When a natural person dies,his property is generally inherited by his heir,but when a company "dies",the law does not stipulate the corresponding inheritance system.he majority of the residual creditor's rights after cancellation are the rights and obligations of the company arising from the contract signed with other companies in the course of operation.According to the relativity of contract and debt,if the subject of law disappears,its corresponding civil rights and obligations should also follow the disappearance.However,as one of the company's assets,the shareholders have the right to distribute the property of the company's creditor's rights.The ownership of creditor's rights ultimately involves the interests of shareholders and creditors of the original company.How the shareholders and creditors of the original company recover the residual creditor's rights involved in the original company's property through legal means is the main issue of this paper.Rights and obligations are unified,there is no right not to assume obligations,nor the obligation not to enjoy rights.A large number of practical cases show that after the cancellation of the original company and the distribution of surplus assets by shareholders,If the company still has the problem of remaining debts,because the cancellation of the original company does not qualify as a legal subject,the creditors of the company can ask the shareholders to repay the debts by adding the original shareholders as the defendants.The shareholders of the original company should also have corresponding recourse rights for the residual creditor's rights that have not been realized after the cancellation of the company.This paper studies the legal relationship between the residual creditor's rights and other related parties,subrogation and shareholder's right of direct recourse after the cancellation of the company's creditor's rights.Combined with relevant cases and judicial practice,It is suggested that legislation in China should adopt laws and regulations to clarify such problems.Reducing litigation cases,Reducing the litigation cost of the company's residual creditor's rights.It is more conducive to the establishment of our legal society and the stable development of market economy.