On The Civil Liability Of Liquidation Obligor's Violation Of Liquidation Obligation

As a necessary procedure for companies to exit,the liquidation system has always been an indispensable part of company legislation around the world.However,in reality,companies often cancel their registration without liquidation,which brings negative impacts on the benefit of creditors and undermines the stable development of the market.In response to this situation,Chinese legislators stipulate the issues related to company liquidation,including the scope of the subject of the obligation,the content of the obligation and the corresponding civil liability in the case of different obligations breaching,in Company Law and Company Law Interpretation(2).The Institution of the "General Principles of Civil Law" in 2017 clarified the concept of "liquidation obligor" for the first time,which is stipulated from the perspective of the overall legal person system.These regulations supplement the deficiencies of legislation to a certain extent,and also provide some solutions for specific issues of company liquidation.However,there are still problems with the application of the law.In judicial practice,the courts in various jurisdictions have applied this clause to adjudicate cases,which leads to inconsistent results.Furthermore,there are still some ambiguities about the definition of the main scope of the liquidation obligor and some provisions of civil liability.The first chapter of this article clarifies the current problems of the liquidation obligor's civil liability,and points out that the scope of the liquidation subject in the current law is different,the inconsistency of the liquidation obligor's civil liability determination standards,and the application of the liquidation obligor's civil liability action limitation There are three issues of disagreement.The second chapter discusses the basic theory of the civil liability of the liquidation obligor.It first distinguishes between the two concepts of liquidation obligor and liquidator,and then discusses the nature of the liability of the liquidation obligor for not performing the liquidation obligation.Distinguish the responsibilities assumed by the person's responsibility subject.The third chapter is the definition of the subject scope of the liquidation obligor 's civilliability.Firstly,it determines certain principles for the determination of the company 's liquidation obligor 's subject scope.Then,it examines the extraterritorial law of the liquidation obligor 's subject scope.This chapter also determined that the scope of the liquidation obligors should be based on the specific operation of the company.In addition,the scope of the subject of the liquidation obligor is different.The fourth chapter is the analysis and determination of the recognition standard of the liquidation obligor's civil liability,mainly from three perspectives,namely the liability principle of the liquidation obligor's civil liability,the identification of the act of neglecting to perform the liquidation obligation,and causality.Chapter 5 mainly analyzes and defines the applicable standards of the limitation of civil liability for the liquidation obligor,In the first place,the application of the limitation of civil liability for the liquidation obligor is determined.In the next place,the starting point of the limitation of litigation.In the end,proposes the improvement of the limitation of litigation.