Research On Liquidation Obligations Of The Liquidation Obligors—Shareholder

In view of the company’s voluntary withdrawal from the market mechanism,the operation of which is not standardized and unobstructed,and the interests of creditors cannot be effectively protected after the company’s dissolution,China has established a company liquidation obligor system.According to Article 18 of the Judicial Interpretation II of the Company Law,the shareholders of a limited liability company are liquidation obligors.They are responsible for initiating the liquidation process and organizing a liquidation group to liquidate the company after the company is dissolved.In case of damage or insolvency,shareholders must compensate the creditors of the company with personal property.In a limited liability company,as the liquidation obligor,the shareholder is responsible for the company’s liquidation,which is the actual meaning of the company’s operating form,but it should also pay attention to the obligations and responsibilities of other entities to the company.In the process of establishing the company’s liquidation obligor system,the rights and interests of shareholders should not be overlooked.The overall content of the "Summaries of the ninth National Conference for the Work of Courts in the Trial of Civil and Commercial Cases" issued in 2019 is focused on the interests of shareholders,especially small and medium shareholders.The court’s trials aggravated shareholder responsibilities and wrongly applied laws to correct the phenomenon.This article believes that while protecting the interests of creditors,it is also necessary to pay attention to the limited liability of shareholders and the right to claim residual property.Path and perfect the start-up procedure of shareholders’ liquidation obligations,so that fair and effective trials can be applied.This article is divided into three parts: introduction,text and conclusion.In the text,four chapters are used to discuss the liquidation responsibilities of shareholders’ liquidation obligors:The first chapter is an analysis of the current status of the liquidation obligations of the liquidation obligor.This chapter is a detailed description of the status quo and the problems.Shareholders have different aspects of liquidation obligations during the company’s dissolution and liquidation phase based on different principal identities.Differentiating shareholders’ various liquidation responsibilities is beneficial to distinguishing the liquidation obligations of shareholder liquidation obligors from other liquidation obligations.The obligations of shareholders as liquidation obligors are to start the company’s liquidation procedures and assist the company in liquidation.However,the shareholders’ liquidation subject status,liability nature,liability composition,liability application,liability distribution and other aspects need to be improved.Chapter Ⅱ is the subject of liquidation obligations of the liquidation obligor.In this chapter,the liquidation liability subject is typed and classified into a liquidation obligor,an objectionable liquidation obligor,and a contingent liquidation obligor.Explain the status of the liquidation obligor of the controlling shareholder,minority shareholders,registered shareholders,directors,and actual controllers.It is considered that the controlling shareholders and directors are due liquidation obligors.Although there are disputes between minority shareholders and registered shareholders as liquidation obligors However,it is feasible when certain conditions are met.The actual controller should not have become a liquidation obligor.It can become a liquidation obligor if and only if it intentionally weakens the liquidation ability of other liquidation obligors and the subject is determined.Chapter Ⅲ is the path of imputation of liquidation responsibilities of shareholders’ liquidation obligors.This chapter discusses the nature of liquidation responsibilities of shareholders,the composition of liquidation responsibilities and the application of liquidation responsibilities.The shareholder’s liability for liquidation is equal to the shareholder’s liability for breach of trust.In practice,the liability is attributed to the tort path,and the shareholder’s tort liability is a supplementary liability that is not truly joint.The shareholders’ liquidation responsibilities must meet the requirements of negligence,property loss / unliquidation,and causality.After the compulsory liquidation ruling determines that liquidation is impossible,the creditor has the right to request shareholders to assume the liquidation responsibility.In order to prevent shareholders from evading debts through bankruptcy procedures,Shareholder liquidation responsibilities are also available in bankruptcy liquidation.Chapter Ⅳ is the supplement and improvement of the liquidation obligations of shareholders’ liquidation obligors.This chapter describes the protection path of the right to request for the distribution of residual property when shareholders do not act as liquidation obligors and shareholders as liquidation obligors.Other subjects’ accountability.In the construction of the responsibility system,the improvement of the start-up funds and start-up time of the shareholders’ liquidation obligations cannot be ignored.So far,a liquidation responsibility system has been established from start-up-subject-responsibility-accountability-distribution.