Study On Liquidation Liability Of Liquidation Obligor Of Limited Liability Company

Since the reform and opening up,with the development of social economy,the number of limited companies has been increasing,injecting continuous vitality into the market economy.However,due to the lagging nature of legislation,it cannot timely meet the order requirements of companies entering the market legally and exiting the market orderly in reality.Therefore,laws should be constantly innovated to ensure the stable development of companies.In the process of the company’s exit,the rights and interests of the company’s shareholders,creditors,employees and other stakeholders will inevitably be affected to different degrees.The lagging nature of legislation determines that it cannot always protect the legitimate rights and interests of creditors from infringement,nor can it always guarantee the legal and stable order of companies exiting the market.In practice,when a limited company starts delisting liquidation,the liquidation obligor is negligent in performing the liquidation obligation or improper performance of the liquidation obligation.As a result,the liquidation procedure is difficult to proceed smoothly.What’s more,some shareholders take the opportunity of dissolution to escape debts under the umbrella of limited liability of the company.These behaviors will seriously harm the legitimate interests of creditors,but also not conducive to liquidation and reorganization and circular allocation of social market resources.As is known to all,a legal system is a long and complicated process from legislation to judicature.It is necessary to observe and test the actual effect of legislation on the liquidation responsibility of relevant liquidation obligators.If there is any contradiction with the law in the various stages of liquidation,it will be a problem worth discussing.This article will take co.,LTD.,the liquidation obligor and the liquidation responsibility as the point of view,combined with the company law and judicial interpretation,and the court will release the meeting minutes of guidance,strive to clarify the limited liability company liquidation,the liquidation obligor of thecognizance of liquidation responsibility,analysis of the contradiction in the disputes in the practice and points,trying to find out solutions and strategies.By sorting out the relevant theories of China’s limited company liquidation system,this paper studies the nature determination of the liquidation liability of the limited company liquidation obligor on the basis of differentiating the main scope of the limited company liquidation obligor.Combined with the analysis of some judicial cases this year,the author points out the problems that need to be solved in practice.Finally,the corresponding countermeasures and Suggestions are put forward.Apart from the introduction and conclusion,this paper consists of four parts:The introduction introduces the background and source of the topic,aiming to introduce the common problems existing in the practice of limited company bankruptcy liquidation.The first part of this paper firstly summarizes the determination of the scope of the subject of the liquidation obligor in the legislation of various regions at home and abroad,and then analyzes the judgment views of the highest people’s court and the higher people’s court in various regions on the subject of the liquidation obligor in recent years,as well as the academic views through the collection of cases.The second part discusses the nature of the liquidation liability of the liquidation obligor of limited company.This paper sorts out the mainstream viewpoints of the three academic circles,including the theory of creditor’s right tort,the theory of fiduciary duty and the theory of corporate personality denial.After analyzing its advantages and disadvantages,it tries to put forward personal comments.The third part analyzes the identification of illegal ACTS such as the negligence of the liquidation obligor,the cancellation without liquidation,and the inability to liquidate,and discusses the liability bearing methods in each case.In the last part,combined with the prominent problems existing in China’s legislation and judicial practice,discussed the problems in the paper to improve the Suggestions,these problems are also tentatively put forward Suggestions for improvement.The epilogue summarizes the whole thesis.