Research On The Liquidation Obligor System Of Limited Liability Company

The system of liquidation obligors of limited liability company plays an irreplaceable role in the process of liquidation and withdrawal after the dissolution of the company.It defines the boundary of the rights and behavior space of the liquidation obligor,ensures the property safety in the process of dissolution and liquidation,and coordinates and integrates the existing resources of the company when the company is dissolved.However,in the face of the complex environment of company dissolution,there are many chaos in the process of system operation,such as professional creditors,bankruptcy liquidation to non-bankruptcy liquidation.In order to grasp the problems of the system more accurately,this paper first combs the current system of limited liability company shareholders as liquidation obligors,and finds that shareholders as liquidation obligors not only have defects in legislation,but also have weak theoretical basis.There is no provision on shareholders as liquidation obligors in company law,only judicial interpretation determines the subject of liquidation obligors as shareholders.The academic community believes that the shareholder liquidation of debtors breaks through the principle of limited liability of shareholders and violates the principle of independence of legal personality,which can easily lead to the imbalance of interests between shareholders and creditors.Secondly,according to the review of the status quo and the analysis of foreign legislation,the key to solve the problem is to bring the directors into the scope of liquidation obligors of limited liability companies and limit the scope of shareholders to controlling shareholders.The civil and commercial legislation of foreign countries also supports this view.Of course,there is no provision on whether the liquidation subject of the company is limited liability in the common law system or in the continental law system.Finally,in view of the defects of the current system,this paper puts forward specific ideas on improving the liquidation obligor system of limited liability company.This paper reconstructs the theoretical basis of directors as liquidation obligors of limited liability companies,determines the obligations of directors’ liquidation obligors as start-up obligations,custody obligations and assistance and supervision obligations,clarifies the responsibilities of liquidation obligors and exemption of responsibilities,and puts forward that directors and controlling shareholders should be the subject of liquidation obligors,their obligations and responsibilities in current legislation In order to form a unified and perfect system of liquidation obligors for limited liability companies,it is suggested that the legal time limit for the liquidation obligors to transfer important property and materials should be added.