A Research On The Scope Of The Liquidators

In our country,company legislation focuses more on market access,company governance and market transactions.However,the maturity of a country's company legislation also lies in its sound market exit mechanism.After the death of a natural person,his property can generally be inherited by the heir.However,when the company is a legal person,there is no corresponding inheritance system.Except for the merger and division,all situations require liquidation after the dissolution of the company.The company's legal personality is finally eliminated only when the rights and obligations have been completed through legal liquidation.The liquidation stage is the period when the personality of the company is reduced.The liquidation system plays a key role in balancing the interests of the parties involved in this special period and ensures the orderly exit of the company from the market.Judging from the existing legislation and judicature,our country's rules on exit almost are principal and cannot guarantee the company's legal exit from the market.There are still many cases in our country that the companies have not been legally cleared before the cancellation of registration.As a result,creditors' interests have been damaged,the normal economic order has been damaged,and the steadydevelopment of the market has been affected.Therefore,it is necessary to study China's liquidation rules.The determination of liquidators is the initial and basic step in the liquidation system.Therefore,clarifying the scope of the liquidators is of great significance to the subsequent liquidation work and the orderly exit of the company.The Supreme People's Court has proposed the scope of the liquidators in the “Provisions on Several Issues Concerning the Application of the Company Law of the People's Republic of China”(hereinafter referred to as “Company Law Interpretation(II)”),and the“General Provisions of the Civil Law” further clarified the company's liquidators on the basis of judicial interpretation.However,the “General Provisions of the Civil Law”is not identical with judicial interpretations,which leads to an in-depth discussion on a series of issues concerning company liquidators.This article is based on discussing the scope of the company's liquidators,summarizing the problems existing in China's previous legislation and the judicial decisions.Combining foreign legislative experience on liquidators,this article will propose suitable candidates for liquidators and explain the theory behind it.At last,this article will put forward the right order of application of different rules in “General Provisions of the Civil Law” and “Company Law Interpretation(II)”,and finally offer some advice on the direction of development of the rules to define the scope of the liquidators.This article is divided into four chapters:The first chapter will briefly introduce the formation and development of parallel system of liquidators and liquidation obligators in China.Afterwards,this chapter will give a brief overview of the foreign liquidator system.Furthermore,this chapter will compare China's liquidation obligators and liquidators with foreign liquidators,and conclude the advantages and disadvantages of the two legislative models.Based on the necessity of the liquidator system,this chapter will eventually propose to integrate the liquidation obligators and liquidators into the same liquidators.The second chapter will introduce the current situation of China's legislation on the company's liquidators,and put forward opinions on the difficulties caused by the different legislation.At the same time,this chapter will introduce the current judicial situation.This chapter will do an in-depth analysis of the guidance case to conclude the Supreme People's Court's opinion towards the scope of liquidators.This chapter will also combine lots of judicial decisions to summarize the opinion of our country's judicial system on that issue.The third chapter mainly explains the current problems defined by the judicature and the theoretical circle,such as the significance of the distinction between the different types of companies,the significance of the distinction between the minority shareholders and the controlling shareholders,and the controversy over the actual controller.On the basis of foregoing,this chapter will conclude the qualified persons to be liquidators and explain the reasons in detail.The fourth chapter starts with the coordination of the “General Provisions of the Civil Law” and “Company Law Interpretation(II)”.Based on drawbacks specified in the “Company Law Interpretation(II)” and the reasonableness of Article 70 of the“General Provisions of the Civil Law”,this chapter will propose the current rules to determine the scope of the company liquidators.