Research On The Liquidation System Of Limited Liability Company

"Survival of the fittest" is the Basic Law of market economy,China is now at an important period to promote supply-side reform and realize the transformation of social and economic development mode.According to 2020 Annual Report on China’s Enterprise Development Data released by Qichacha(a website for companies’condition checking)and the Center for Urban and Competitiveness Research of CASS(the Chinese Academy of Social Sciences),there are 27.354 million new registered market entities in China in 2020,up 12.8%Year-on-Year.At the same time,as the main body of market economy,companies are going through the process from emergence,development to recession.In 2020,with the outbreak of COVID-19,the market economy was damaged,and the wave of "delisting" of commercial entities swept the world,with a total of 10,042.8 million enterprises cancelled nationwide,up 18.6%year-on-year,the largest number in recent years.Facing the current situation that the survival cycle of the market subject turns shorter,it is crucial to ensure the smooth operation of the company’s liquidation system,and the company’s legal exit from the market must be go through the liquidation process Liquidation,as the last formality before the company writes off,is an indispensable part of the company’s system.The perfection and effective performance of the liquidation system is the basic and important system for the legal termination of the company and the guarantee of the economic order and social stability.At present,there are some issues in the liquidation activities in China.For instance,the liquidation of the main body legislation is not unified;The relevant legislation is not uniform;liquidation procedures are not perfect;liquidation responsibility is not sound;As a result,it is difficult to liquidate the "Zombie Enterprise”and other relevant subjects,such as creditors,shareholders and the company itself.Therefore,The perfection of the liquidation system,whether the liquidation activities can be carried out in an orderly and smooth manner,is an important way to protect the interests of creditors,shareholders and stakeholders,which leaves important impact for the company’s own reputation.In order to standardize the company’s exit system and create a good market operation order,it is necessary to establish a perfect company liquidation system,remedy the deficiencies of the existing system and properly handle the problems of all parties in the company’s liquidation process.In order to guarantee the pertinence of the research and the company form with the largest number of limited companies,Unless specifically referred to in this paper,the objects of study are all limited companies.Specifically from the following four aspects of the limited company liquidation system.The first chapter is about the basic theory.The main research discusses the following aspects:First,expounding the procedures and concepts related to the company’s liquidation system.The second is to explain and analyze the concept and types of the company dissolution system and the liquidation systelm,to study and discuss the effectiveness of various systems in the liquidation process,to introduce and differentiate the concept of the liquidation obligor and the liquidation system,in-depth analysis of the liquidation obligors,creditors,the relationship between the company to provide a theoretical basis for liquidation.The second chapter is about the quo and analysis of China’s liquidation system.By reviewing relevant information and reports,different cases and articles,under the guidance of specific case judgments,Under the guidance of the judgment of the specific case,expounds the present situation of China’s liquidation system,Outlining the current state of Zombie Enterprise.In the current legal provisions,liquidation cannot be carried out smoothly,on the one hand,is caused by that as the subject of liquidation,the liquidation obligations and liquidator system provisions have not been perfected,on the other hand,is brought about by the vague legislation about the rights protection of stakeholders in the liquidation process,the deficiency of liquidation procedure and the liquidation liability provisions.The third chapter is about the comparative method of the liquidation system.This chapter firstly studies the legislation of the liquidation system in the United Kingdom,Germany,France and Japan,such as the definition of the clearing body,the design of the clearing procedure,the clearing registration and filing system,etc.Secondly,based on the legislative practice in China,this chapter compares the status quo of legislation at home and abroad from four aspects:the classification of the liquidation system,the subject of the liquidation system,the compulsory liquidation system and the legislative system.The fourth chapter is about the relevant suggestions upon improving China’s liquidation system from "two angles" and "three aspects"."Two angles" are self-clearing and passive clearing.The former is the automatic clearing system which demands the specific starting time of clearing,the stipulated way of notice and announcement of clearing,and the improved voting mechanism of clearing scheme.Second,passive liquidation is mandatory.On this premise,the legislation of the liquidation subject should be amended accordingly,the cause of initiation and the subject of application should be expanded,the court should be granted the power of initiation according to its authority,and the hearing and guarantee system should be improved.At the same time,this paper puts forward some corresponding opinions and suggestions on such issues as the company’s liquidation report,the preservation system of accounting data and the connection between the liquidation system and the bankruptcy system,so as to better protect the interests of creditors.The "three aspects" are the clearing subject,the connection of clearing procedure and the relevant responsibility bearing mechanism.In terms of the liquidation subject,the relevant concepts and corresponding qualifications of the liquidator and the liquidation obligator should be clarified,the supervision of the liquidator should be strengthened,and the rights and interests of the relevant persons should be effectively safeguarded.In addition,perfect the way of assuming the liability,make clear the legal liability of the liquidation obligor,the shareholders and the malicious third party in the process of company liquidation,so that the company liquidation system can realize the real efficiency and the system value of liquidation system.