On The Definition Of The Scope Of Obligor In Company Liquidation

The establishment of a company has to go through strict examination and approval registration procedures,and the company has to go through a series of legal procedures when making the dissolution decision to exit the market economy environment.Among them,the liquidation procedure after the dissolution of the company is a necessary step for its legal exit.The company liquidation system stipulated in the company law has become the legislative practice of all countries,and the liquidation system has also become an indispensable and important part of the company law of all countries.Although the law stipulates the liquidation procedure when the company exits,in actual operation,there are still some cases that some companies do not exit the market environment in accordance with the prescribed withdrawal procedure.Some companies directly apply for cancellation after dissolution,and do not carry out relevant matters such as company liquidation.Without going through the liquidation procedure,the company directly applies for deregistration,which not only undermines the orderly development of the market economy,but also makes the legitimate rights and interests of creditors and other stakeholders of the company unprotected.China's relevant laws provide for the frequent cancellation without liquidation of the company.After the introduction of relevant laws and regulations on the obligor of company liquidation,it has brought legal guarantee for the liquidation in judicial practice.However,the legislator included all the shareholders of the limited liability company into the scope of the liquidation obligor,which only considered the interests of the company's creditors but ignored the interests of the small and medium shareholders of the company,which not only made the interests of the small and medium shareholders can not be protected,but also may make the small and medium shareholders bear civil liabilities.In addition,the relevant legal provisions on the obligor of company liquidation in legislation are relatively simple,which leads to some logical problems in the definition of the scope of the obligor of company liquidation,and it is difficult to apply to the complex situation of company dissolution and liquidation.The liquidation obligor system in our country mainly comes from judicial activities,and its legal theory foundation is weak.By summarizing the theoretical achievements of domestic scholars,drawing on the excellent experience of foreign countries,and with my own independent thinking,this paper hopes to analyze the definition of the scope of compulsory liquidators in China and put forward Suggestions for improvement,so that relevant legal systems can better guide the liquidation of companies.This paper is mainly divided into three parts:The first part is the overview of the liquidation obligor.First of all,through the introduction of scholars on the concept of several points of view,the definition of the liquidation obligor;Secondly,the paper introduces the differences between the liquidators and the liquidators from several aspects such as the scope of the subjects and the obligations undertaken,so as to distinguish the two subjects.Finally,enumerate the rights and obligations of the obligatory liquidator.The second part is the legal provisions and existing problems about the scope of obligor in company liquidation.At present,the supreme people's court on some issues of applicable < company law of the People's Republic of China(2)the rules >and <the civil law general principles rules > on the scope of the company's liquidation obligor,but in the theoretical circle and judicial practice to all the shareholders of limited liability company,as well as whether the actual control should be one of the company liquidation obligor holds different opinions.The third part is the suggestion of perfecting the scope of obligor in company liquidation.Improving Suggestions aiming at the problems above in the second part,this paper limited liability companies and joint stock limited company shall not be for company organization form different discriminatory,what subject should be based on commitment to xinyi company,enjoy the right to manage company's dominant,two aspects,on the scope of the two kinds of company liquidation obligor unified definition.In this regard,the directors and controlling shareholders of the company shall be listed as the obligatory liquidators of the company due to their fiduciary duty and control over the company,while the actual controller of the company shall not be listed as the obligatory liquidators of the company due to the absence of legal liquidation obligation.