Research On The Liability Of The Liquidation Obligor Of The Company

Along with the rapid development of the socialist market economy,China’s provisions on the company’s market access and market trading mechanism are relatively comprehensive,but only the company’s market exit mechanism has less ink,and the legal provisions are relatively vague.In the face of the vigorous development of the market economy,there have been many "zombie enterprises",which should be liquidated but not liquidated after the reasons for the dissolution of the company,disrupting the order of the social market,wasting social resources,and unable to exit the market in an orderly manner.This is mainly because the civil code,the company law and the judicial interpretation of the company law（II）have vague norms on the commitment of corporate liquidation obligors and responsibilities,and there are no unified and clear provisions.Consequently.I hope that through the in-depth study of the company’s liquidation system,we can clarify the main scope of the company’s liquidation obligors,and then clarify the responsibility.This paper mainly includes three chapters.The first chapter is about the basic theory of company dissolution and company liquidation.The dissolution of the company is the prerequisite for the liquidation of the company and the classification of the dissolution of the company.After that,the concept of corporate liquidation is analyzed,focusing on the distinction between corporate liquidation and insolvency liquidation.The two are different and can not be equally applicable to the liquidation cases of the company.In short,it is more conducive to distinguish between liquidation and bankruptcy,and liquidation and liquidation should be applied in parallel.The second part is the main scope of company liquidation obligor puts forward some Suggestions.The concept of the liquidation agent is introduced,contrasting with the connotation of the liquidator and the liquidation group.After sorting out the relevant legislative situation and problems in China and abroad,it is suggested that the basic principle of "intention first,law second" should be established.In the daily operation of the enterprise,the directors have the duty of loyalty and diligence,and the liquidation process of the enterprise is also the core content of the normal operation and management of the enterprise.Therefore,it should be clear that the directors and controlling shareholders are the legal liquidation agents of the company,while the minority shareholders of the enterprise should not perform the liquidation obligations.The third part mainly points out how the liquidation obligor should bear responsibility,and what is the theoretical basis for this? There are three main views on this,namely the denial of corporate legal personality,the theory of breach of fiduciary obligations,and the theory of tort liability.By analyzing the pros and cons of various doctrines,it is the legitimacy of tort liability to fail to perform liquidation obligations.In judging whether the liquidation obligor bears the liability,the constitutive elements of tort liability are analyzed one by one,so as to clearly determine the way to realize the liability,in order to promote judicial fairness and justice.