Research On The Problem Of The Relevant Subjects Of Limited Liability Company Lacking In Performing Liquidation Obligations

The existing "Company Law","Judicial Interpretation Ⅱ" and "Jiu Min JI Yao" stipulate that the liquidation obligors of limited liability companies are shareholders and actual controllers.The author randomly selected 145 relevant cases through the Judgment Document Network and found that it is difficult for the court to support the claim that the actual controller bears liquidation responsibility.The court’s determination of the liquidation obligor of a limited liability company relies on the record of shareholder information on the industrial and commercial registration system.Directors as the liquidation obligor of a limited liability company are not only supported by the court in the sample of cases compiled by the author,but also have a theoretical basis.It is also in line with the court’s assumption of the subjective fault of the liquidation obligor based on "the account books are lost and the debt cannot be repaid".In this article,the author uses a dichotomy to divide the content of the liquidation obligation to determine the source of the obligation of the liquidation obligor,and then determine the main scope of the liquidation obligor of the limited liability company as the shareholders participating in the actual operation and management of the company and directors.As for the subjective attribution of the liability of the liquidation obligor,the author believes that the subjective fault should not be determined based on the objective "account books are lost and cannot be repaid" as a single standard,but should be based on the cause of dissolution.According to the different reasons for dissolution,the corresponding subject shall be presumed to be at fault,and he/she shall bear the burden of proving that there is no fault.