Scope Of The Liquidation Obligor In China

The company law in China focuses on the qualifications of market entities and the regulation of transactions between market entities.However,mature company laws should also pay attention to the legislative process of the market exit mechanism.The disposal of inheritance after the death of a natural person can be based on a complete inheritance system,and as an independent legal person,the property system after the dissolution of the company is not perfect.The liquidation stage,as a special period of the company's legal person,is not only different from the company's normal operation and management stage,but also should not unduly restrict the independent personality status of the company's legal person.Judging from the current legislative and judicial situation in China,the liquidation system is relatively general,and it is difficult to guarantee the company's standard withdrawal from the market,which has caused damage to the interests of creditors and destroyed the normal order and stable development of the market economy.Therefore,as an important part of the market exit mechanism,it is necessary to improve China's liquidation system.The primary procedure for liquidation is to determine the liquidation group and start the liquidation procedure,which is different from the foreign company law.China has adopted the "Regulations on the Application of Several Issues of <People's Republic of China(2)"(hereinafter referred to as "Judicial Interpretation of Company Law(2)"),"Guidance Case No.9: Shanghai Cunliang Trading Co.,Ltd.v.Jiang Zhidong,Wang Weiming and other sales contract disputes"(hereinafter referred to as "Guide Case No.9")created a liquidation obligor system,aimed at improving the entry of liquidation procedures.However,in 2017,the National People's Congress promulgated and implemented the "The National People' Congress of the People's Republic of China"(hereinafter referred to as the "General Principles of Civil Law").The definition of the liquidation obligor was completely different from the previous,which triggered extensive discussions in the theoretical and practical circles.This article sorts out the two types of liquidation subject systems in China's legislative evolution and foreign laws first,which are the liquidator's single-track system,the liquidation obligor and the liquidator's dual-track system,and compares the differences between the liquidation obligor,liquidator and liquidation group.The establishment of the obligor is really necessary.However,it is very rare in China's company law to include shareholders as a liquidation obligor.Summarizing the judgment documents of the people's courts at all levels,the disputes mainly focused on the liquidation responsibilities of small and medium shareholders and Article 70 of the General Rules of Civil Law.Therefore,the author analyzed the application of legal documents on the basis of the principles of legal application.In terms of legal basis,the author firstly set up the purpose of the company type to correct the mistake of distinguishing the scope of the company type,and secondly analyzed the nature of the liquidation obligor 's behavior should be derived from the fiduciary duty,thus innovatively proposing the nature of the liquidation obligor.Including the control and liquidation nature of the company,one of which is the director 's fiduciary duty to creditors,and the fiduciary duty is converted into a liquidation obligation.There are foreign judgment rules to follow,and the second is the particularity of liquidation.The establishment of the board of directors and the liquidation group It is closely related to the stage of the company,so there should be a director as the liquidation obligor to serve as the connecting body.Returning to the legal documents,the confusion of the liability system in the "Judicial Interpretation of Company Law(2)" is the reason for the incorrect definition of the scope of the liquidation obligor.The author proposes to use the director as the liquidation obligor and apply the corresponding provisions of the "Company Law" to each legal subject to pursue civil liability.