Study On The Liability Of Corporate Liquidation Obligor

In view of the non-standard and unimpeded operation of the company’s voluntary withdrawal from the market mechanism,and the inability to effectively protect the interests of creditors after the dissolution of the company,China has established the company liquidation obligor system.According to Article 18 of the Judicial Interpretation Ⅱ of the company law,the shareholders of a limited liability company are liquidation obligors,who are responsible for initiating liquidation procedures after the dissolution of the company and organizing a liquidation group to liquidate the company.If the company’s property is damaged or unable to be paid due to the shareholders’ delay in performing their liquidation obligations,the shareholders shall compensate the creditors’ rights of the company with their personal property.In a limited liability company,the shareholders,as the liquidation obligors,are responsible for the liquidation of the company,which is the proper meaning of the actual company operation form,but we should also pay attention to the obligations and responsibilities of other subjects to the company.In the process of establishing the company’s liquidation obligor system,the shareholders’ rights and interests should not be excessively ignored.The minutes of the civil and commercial trial work meeting of the national courts issued in 2019 focuses on the rights and interests of shareholders,especially small and medium-sized shareholders,and focuses on correcting the phenomenon of paying more attention to shareholders’ responsibilities and erroneously applying the law in the court trial.While protecting the interests of creditors,We should also pay attention to the limited liability of shareholders and the right to claim residual property.The liquidation responsibility system of corporate liquidation obligors should pay attention to the distribution of obligations and rights and responsibilities of multi-party liquidation subjects,clarify the attribution path of liquidation responsibilities of shareholders’ liquidation obligors and improve the startup procedures of shareholders’ liquidation obligations,so as to be applied to a fair and effective trial.There is a conflict between the legal provisions of the company’s liquidation obligor.Although Article 18 of Interpretation Ⅱ of the company law defines the subject of liquidation obligations of limited liability companies and joint stock limited companies,there are still problems in identifying the scope of the subject in practice,and even diametrically opposite situations have occurred between similar judgments.The standards for identifying the Liquidation Liabilities of the company’s liquidation obligors mainly focus on the determination of delay in performance and the identification of causality.The liability of liquidation obligor in China needs to be improved in the identification of liquidation subject and liability.Through the analysis of the status of liquidation obligors of controlling shareholders,minority shareholders,nominal shareholders,directors and actual controllers,the shareholders,directors and actual controllers of limited liability companies have the legal basis to become liquidation obligors;Although there is a dispute between minority shareholders and nominal shareholders as liquidation obligors,they can become liquidation obligors when certain conditions are met;The actual controller may become a liquidation obligor when he intends to weaken the liquidation capacity of other liquidation obligors.The measures to improve the liability of the company’s liquidation obligors should identify the main body of the company’s liquidation obligors and improve the accountability path of the company’s liquidation obligors.