On The Responsibility Of Shareholders Of Limited Company In Liquidation Stage

Article 1 of the company law of the People’s Republic of China stipulates: "this law is formulated for the purpose of standardizing the organization and behavior of companies,protecting the legitimate rights and interests of companies,shareholders and creditors,maintaining social and economic order and promoting the development of socialist market economy." Article 1 of the general provisions of the company law of the People’s Republic of China has a clear meaning at the beginning,which will protect companies The legitimate rights and interests of shareholders and creditors are included in the most important and striking general provisions of the company law,and its important meaning is self-evident.In the economic activities of modern society,corporate shareholders play a very important role in the whole process of corporate activities from life to death.The shareholders of the company are one of the interest subjects of the limited company.There are not only consistent interests,but also natural conflicts between them.According to the company law,the types of companies are divided into limited liability companies and joint stock limited companies.According to Article 183 of the company law,the liquidation group of a limited company shall be composed of the company’s shareholders,while the liquidation group of a joint stock limited company shall be composed of directors or persons determined by the general meeting of shareholders.In this paper,due to the limited space,we only take the limited liability company as the protagonist to make some discussion and Analysis on the types of shareholders’ liability in the liquidation procedure of the limited liability company.A limited company has an independent legal personality and is also independently liable according to law.The shareholders of the company bear limited liability only to the extent of their capital contribution.This paper will not discuss the related problems of joint stock limited companies.According to different leading roles,the company liquidation procedures can be divided into company self liquidation and judicial liquidation.Judicial liquidation can be divided into compulsory liquidation and bankruptcy liquidation according to the company’s assets and liabilities.According to Article 187 of the company law,if the liquidation group finds that the company’s property is insufficient to pay off its debts after liquidating the company’s property and preparing the balance sheet and inventory of property,it shall apply to the people’s court for bankruptcy according to law.After the company is declared bankrupt by the people’s court,the liquidation group shall transfer the liquidation affairs to the people’s court.In the above types of liquidation procedures,the capital contribution and liquidation obligations of the company’s shareholders run through all the time.Therefore,when discussing the relevant issues,this paper only distinguishes the company types and discusses the responsibilities of the shareholders of the limited company.This paper includes introduction,body and conclusion.The body is divided into four chapters:The first chapter is the analysis and discussion of the theory of liquidation responsibility and shareholder responsibility in liquidation.Through interpretation and discussion,the significance and boundary of shareholder responsibility in liquidation procedure are clarified.Because in the system of company law,corporate creditors and corporate shareholders are the two pillars.According to the traditional theory of company law,when corporate shareholders violate shareholders’ obligations,that is,when shareholders’ responsibilities arise.The second chapter is the specific manifestation of shareholders’ responsibility due to their failure to properly perform several obligations arising in the liquidation process.In the liquidation stage,shareholders’ responsibilities can be roughly divided into three types,namely,shareholders’ capital contribution supplement responsibility,shareholders’ responsibility for violating liquidation obligations and responsibility for neglecting to perform liquidation obligations.After the discussion,this paper expounds the performance of the company’s shareholders when they violate various obligations and the relevant judicial practice by using the real cases of judicial practice in recent years,and lists several common cases and situations in which shareholders bear responsibility.The third chapter makes an in-depth analysis and Discussion on the reasons for shareholders’ responsibility in the liquidation stage.The three types of liability are discussed as separate chapters,and the causes and consequences of each kind of shareholder liability are compared and analyzed.The first part is the analysis of shareholders’ capital contribution responsibility.This part mainly analyzes the risks of shareholders’ installment capital contribution system and shareholders’ possible violation of the obligation of good faith.The second part is the analysis of the problems existing in the liquidation system.This part is an analysis of the norms of the liquidation system and the liquidation procedures,mainly from the two aspects of the construction of relevant legal norms and the liquidation procedures.The third part is the analysis of the reasons why shareholders are lazy to perform the liquidation responsibility,mainly from two aspects: the awareness of good faith and the constituent elements.The fourth chapter puts forward some opinions and suggestions on the construction and improvement of the liability system of liquidation procedure.The first is to improve and perfect the capital contribution system.The improvement of the capital contribution system mainly includes two main ways: improving the social credit system and improving the content and mode of corporate information publicity.The second is the aspect that needs to be improved in the liquidation obligation system.Due to some commonalities,this part actually includes the corresponding improvement of the liquidation responsibility,improving the shareholders’ responsibility consciousness,standardizing the liquidation responsibility,and setting up special liquidation funds,so as to achieve the suggestions on improving the shareholders’ responsibility of the limited company in the liquidation stage.