Comparison On The Non-Bankruptcy Liquidation System Between P.R.C. And Japan

As the most active entities in the market economy,the corporations shall obey the laws in establishing,operating and cancellation.In the procedure of corporation cancellation,the liquidation system acts as an essential role which help to clear the pending operating matters,organize the properties of the corporation,collect and pay debts,and finally divide the surplus assets among the shareholders,creditors and other parties involved.Then the legal entity of the corporation will no longer exist in the market.The liquidation system includes bankruptcy and non-bankruptcy systems.The bankruptcy procedure shall be performed in accordance with the EnterpriseBankruptcy Law,while the non-bankruptcy procedure will Corporation Law and Provisions of the Supreme People's Court on Several Issues Concerning the Application of the Company Law of the People's Republic of China(II)(hereafter referred to as “Provisions of Corporation Law”(II)).As a final procedure during the existence of a corporation,the non-bankruptcy procedure shall balance among shareholders,corporation's creditors,corporation and employees.Therefore,a fine non-bankruptcy system is crucial to smooth the exiting of a corporation.This essay is aiming to,by researching the fundamental theories and the legislation between P.R.C.and Japan,analyze the current situation problems,and the legal conditions for non-bankruptcy,the regulations and responsibilities of the liquidation body,and supervision system for non-bankruptcy procedures.Based on such research,this essay is trying to bring the suggestions to solve the problems.This essay includes the four sections:The first section is about the fundamental theories of non-bankruptcy system regarding the concepts and values.In some sense,an accurate concept is the basic for discussion.Thus,it is necessary to establish the fundamental theories.The second section is about the comparison between the legal conditions for initiating the non-bankruptcy procedure between P.R.C.and Japan.The legal conditions for the dissolution of a company are also the conditions for non-bankruptcy procedure.Such research aims to bring suggestions to the legal conditions for non-bankruptcy procedure.The third section focuses on the analysis of the liquidation body for non-bankruptcy procedure.The liquidation body should be responsible for all the issues from organizing the liquidation and the specific matters.However,it is controversial about the regulations and duties of the liquidation bodies under the current laws.Through such comparison,the regulations and duties of the liquidation bodies will become clearer.The fourth section discusses the supervision system of non-bankruptcy.In practice,most of the corporations in non-bankruptcy are not able to pay the debts voluntarily and smoothly,or to balance the interests among the creditors,which will negatively affect the non-bankruptcy procedure.In such case,courts or the creditors shall get involved in the non-bankruptcy as a way of supervision.By researching the supervision system in Japan,the author tries to provide a fine solution to the supervision system in China.