The Determination Of The Company's Liquidation Obligor

In our country,there are many companies that do not liquidate after dissolution.One of the important reasons is that the legal provisions on liquidation obligors are not clear or reasonable.The liquidation obligor is different from the liquidator.It has the obligation to organize liquidation.The liquidator is a member of the liquidation group and is responsible for the execution of liquidation.Liquidation obligor is crucial because establishing a liquidation group is the first step for liquidation.Chapter one explains the need to determine the liquidation obligor.On the one hand,the company's liquidation obligor is of great significance for initiating liquidation procedures.On the other hand,China's liquidation obligor system is a process from judicial exploration to summarizing judicial experience to form judicial explanatory documents,and finally fixed in legal form.Its purpose is to deal with the practical liquidation startup problem.The system lacks of theoretical analysis and has some problems.First,the content of rights and obligations are still unclear.Second,legislator does not have clear and consistent criteria when determining the liquidation obligor.Third,there is no provision for ideographic rules between the liquidation obligors.Fourth,the way of production is incomplete and there is no room for the autonomy of limited liability companies.Charter two studies the basis for determining the company's liquidation obligors.To explore the determination of the company's liquidation obligors,it is necessary to have systematic,scientific and logical ideas.First of all,it is the foundation to clarifying the rights and obligations of the liquidation obligor;secondly,certain standards must be followed when determining the liquidation obligor,including the eligibility and operability;in addition,the legislation provides standard terms while allowing company autonomy.Charter three uses the basis proposed in charter two to examine whether the relevant subject is suitable to be a liquidation obligor.The director is the most suitable person for the legal liquidation obligor.It is the requirement of the director's diligence and loyalty obligations and determined by the director's legal status.Otherwise,Shareholders,controlling shareholders,actual controllers and manage lack sufficient theoretical basis or operability as legal liquidation obligors.However,based on the principle of corporate autonomy,it should be allowed to make them as liquidation obligors through articles of association,the shareholders meeting or contrast.Chapter four discusses the legal liability of the liquidation obligor.Legal liability is the mechanism for guaranteeing the performance of obligations.The first purpose of determining liquidation obligors is to clarify their liability and urge them to fulfill their obligations.Thecurrent legislation does not stipulate administrative and criminal responsibilities,and there are problems such as improper understanding of the basis of civil liability and mixed responsibilities.The act of not fulfilling the liquidation obligation,causing the creditor's interests is an infringement act,and its form of responsibility includes continued performance and compensation.In addition,the administrative responsibility of the liquidation obligor may be added,and the act of not performing the obligation and seriously damaging the interests of the creditor may be incorporated into the criminal law system.