Research On The Legal Issues Of The Main Body Of The Liquidation Obligor Of A Limited Liability Company

The liquidation obligor shall organize the liquidation within the legal period after the company is dissolved,end the company’s debt and debt relationship,and complete the company’s withdrawal procedure from the market.However,there are a large number of "zombie companies" in the current social reality,that is,after the company’s business license is revoked or it is dissolved on its own,the liquidation obligor not only does not have the obligation to organize the liquidation,but also carries the company account documents and company fund documents,etc.The stagnation of the liquidation and exit procedures has adversely affected the company’s creditors,shareholders and the market environment,wasting public resources.Therefore,it is necessary for the liquidation obligor to pursue its legal responsibilities when it fails to perform its obligations in a timely manner,and to urge them to earnestly and timely perform their obligations.With the tendency to protect the interests of creditors,according to China’s current "Company Law" and "Company Law Judicial Interpretation II",all shareholders are collectively identified as the subject of the liquidation obligor of a limited liability company.In practice,there will be a large number of cases without liability.It is not appropriate for the small shareholders in good faith to identify them as liquidation obligors and require them to assume joint and several liability for liquidation.Shareholders have major shareholders and small shareholders,and they also have good faith and malicious intentions.In the liquidation process of a limited liability company,if all shareholders are subject to strict liquidation responsibilities,this is an injury to the rights of vulnerable shareholders on the one hand,and not to the other.Conducive to the steady development of China’s market economy company system.As the last step of the company’s exit from the market,the liquidation link is also a key step.Who should be the liquidation obligor and how to find the main body of the liquidation obligor who should really be responsible for the company’s failure to liquidate on the basis of protecting the interests of creditors.There are certain problems in identifying shareholders as liquidation obligors of a limited liability company,making the limited liability of shareholders into unlimited liability,a misreading of shareholders’ control rights,and contrary to the principles of operation and all.At the same time,it will cause an imbalance in the protection of interests,which tends to protect the interests of creditors.On the other hand,due to the settlement of creditors in individual cases,it will also cause uneven interests among creditors.The phenomenon of professional creditors also came into being.Compared with shareholders,directors should be the real subjects of liquidation obligations.The liquidation phase is the end of the company’s operating phase.The director’s fiduciary obligations to the company should continue to the company’s liquidation phase,which is also a requirement for the integrity and continuity of corporate governance.At the same time,the directors,as the company’s business executive agency,have the right to manage important matters internally,the unrestricted agency right to the outside,and the right to make decisions on major company decisions.Based on the principle of corresponding powers and obligations,it is of course that the directors act as liquidation obligors.In order to further improve the company’s liquidation system,it is recommended to increase the directors’ application for the bankruptcy system,do a good job of the connection between the company’s dissolution and liquidation,and modify the company law and the judicial interpretation of the main part of the liquidation obligor to balance it with bankruptcy law.