The Improvement Of Company’s Compulsory Liquidation System Of China

In recent years,the international financial crisis,trade barriers between countries,the world economic recession and the impact of the new crown epidemic have led to the dissolution of a large number of enterprises but unable to exit the market in a timely and orderly manner.Such enterprises not only no longer produce economic benefits,but also may infringe on the legitimate rights and interests of relevant subjects and hinder the upgrading of industries and healthy economic development.In response to the situation that self-liquidation is hindered,China should improve the relevant system of compulsory liquidation and better regulate the mechanism of company exit from the market in order to maintain and promote economic and social harmony and stability.Since the reform and opening up,the threshold for the establishment of Chinese companies has continued to decrease,but the development of the company’s exit mechanism has stagnated.The establishment of a complete corporate law system framework requires the realization of lenient entry and strict exit of the company.Company liquidation is a vital part of the framework.The company can only exit in strict accordance with the procedures prescribed by laws and regulations,can play a role in safeguarding the legitimate rights and interests of relevant stakeholders and maintaining the healthy and stable development of market order.Company liquidation is divided into bankruptcy liquidation and non-bankruptcy liquidation,and nonbankruptcy liquidation can be divided into self-liquidation and compulsory liquidation.Compulsory liquidation refers to a dissolution and liquidation process initiated by intervention in public power when self-liquidation cannot be carried out or encountered obstacles.However,China currently has not established relatively systematic regulations on the compulsory liquidation system of companies.Except for the simple mention in the corporation law,most of the other specific regulations are distributed in judicial interpretations,meeting minutes,and regulations designated by the higher people’s courts.Compared with China,Japan has established a relatively sound and systematic special liquidation system.Therefore,after studying and thinking about Japan’s special liquidation system,the author proposes how to improve China’s compulsory company liquidation system.The thesis is composed of the following five chapters.The first chapter begins with the introduction of the current legislative status of China’s compulsory liquidation system.By analyzing the current China’s compulsory liquidation system’s legislative deficiencies and the applicability of judicial practice,it clarifies the urgency and importance of perfection the compulsory liquidation system.On this basis,the author proposes that China should legislate to learn from the systematic and normative provisions of the Japanese Company Law on the compulsory liquidation system,so as to solve the problems in judicial practice.Then discuss the specific measures to improve China’s compulsory liquidation system,the most important of these should be to clarify the legislative thinking of China’s compulsory liquidation.In the first section,the author argues that a special section on compulsory liquidation should be added to the "Corporation Law" to make up for the lack of a compulsory liquidation system in China’s law.The next section the author proposes to strengthen legislative provisions in weak links such as the subject of the compulsory liquidation application,the cause of initiation,the creditors’ meeting,and the supervision of the court.In the last subsection,the author proposes to unify the procedural regulations on the trial of compulsory liquidation cases in judicial practice to better solve the problems in practice.The third chapter is about the extension of the applicants and reasons of compulsory liquidation.First,it raised the issue of too narrow scope in both the subject of the application and the cause of initiation in China’s compulsory liquidation system.Secondly,from the perspective of comparative law,analyze the rationality of the liquidator and supervisor as the subject of the application in Japan’s special liquidation.In addition,the "suspicion of insolvency" as a reason for compulsory liquidation was analyzed.At last,based on thinking about the relevant regulations of Japan’s special liquidation,the author proposes an optimized path to expand the applicants and reasons of compulsory liquidation.The fourth chapter is to improve the organization and supervision mechanism and liquidation responsibility mechanism of liquidators in compulsory liquidation.First of all,it discusses the issue of selection and order in the relevant regulations on liquidators in China’s compulsory liquidation.Therefore,the author proposes the reference significance of the supervisory committee and investigating committee in Japan’s special liquidation——the establishment of special supervision of liquidators to strengthen the supervision of liquidators.At the same time,by discussing the types of liquidation responsibilities in my country’s compulsory liquidation,the author proposes to appropriately expand the parties responsible for related liabilities and increase the punishment of those responsible to improve the liability mechanism in compulsory liquidation.The last chapter is divided into two major sections: establishing a creditor meeting and strengthening the court’s supervision of the compulsory liquidation system.The core purpose of both is to protect the interests of creditors.Regarding the rules of creditors’ meeting,the author first discussed the necessity and basic function of establishing creditors’ meeting rules in the compulsory liquidation system.Due to the absence of the creditor meeting system,creditors’ participation in compulsory liquidation is not high,and the debt settlement agreement in this system is difficult to achieve.Secondly,the author discussed how to set up the basic content such as specific rules of procedure in the process of establishing the creditors’ meeting.On the other hand,based on the court’s powers in compulsory liquidation are not obvious,there is always the problem of insufficient supervision of the court in compulsory liquidation.Therefore,the author suggests that the court’s functions and powers should be strengthened to better supervise the overall procedures of compulsory liquidation.