The Shareholders Of A Limited Liability Company Are Negligent In Fulfilling The Civil Liability Of The Liquidation Obligation

In practice,there are many cases in which liquidation is required.For instance,the company is dismissed for expiration of business term,or its business license is revoked(by industrial and commercial administration departments).But few shareholders conduct liquidation voluntarily.Company liquidation is the process by which a company is brought to an end.During this process,the company's credit and debt should be settled,its legal relation should be finished,its subject qualification should be canceled.Exiting the market after liquidation is conducive for regulating the market exit order and balancing the rights and interests of shareholders,creditor and stakeholders.What's more,it's a social obligation for company to guarantee a stable and orderly exiting.It is a universal practice for companies worldwide to conduct liquidation during the period from the arising of the dissolution reason to the cancellation of the subject qualification.Company Law of China also clearly stipulates the matters concerned about the dissolution and liquidation of company.On May 18th,2008,The Judicial Interpretation of Company Law(?)comes into effect.The Article 18 made clear that shareholders should bear several and joint liability for satisfaction if they didn't conduct the liquidation within the legal time limit thereby causing loss to the company's property,or being remiss in fulfilling the liquidation obligation thereby the company failed to conduct liquidation.Since 2008,local courts have handled some cases applying the Article 18.The outcome of these cases has been divergent,due to the inconsistencies in understanding for the theoretical basis and constitutive elements of the shareholder's liability for compensation or joint liability for satisfaction.In this paper,based on the judgement document of above cases which were released on China Judgements Online,the analysis and comparisons of issues like the review of party's subject qualification and statute of limitations,the demarcation of constitutive requirements,the distribution of proof burden,the ways of affording civil responsibility are presented.It is expects that through the induction and research of above issues,standards for the liability for compensation or joint liability for satisfaction borne by the shareholders who are being remiss in liquidation obligation can be clarified,an unified understanding of the article 18 and its application can be formed to conduce to justice practice and legal system improvement.