Civil Liability Of Liquidation Obligor For Causing The Company To Be Unable To Be Liquidated

If a company encounters any difficulty in operation and is unable to continue operation,it must exit from the market in a legal and orderly manner.As a necessary procedure for a company to exit from the market,liquidation in accordance with the law is particularly important for protecting the lawful rights and interests of the company,shareholders and related parties.As the legal subject of starting liquidation procedure,the liquidation obligors play an important role in establishing a lawful and orderly market exit mechanism.In practice,more and more disputes arise in connection with the liquidation of companies.However,the Second Interpretation of the Company Law merely stipulates that the shareholders of a limited liability company shall be jointly and severally liable for the liquidation if they fail to perform their liquidation obligations,rendering the company unable to conduct the liquidation: Firstly,which parties may be required to undertake joint and several liability? Does this conflict with the scope of liquidation obligors regulated by Article 70 of the Civil Code? Secondly,is the legal basis of joint and several liability the theory of denial of corporate personality or the tort theory of creditor’s right? Thirdly,what are the conditions for requiring the liquidation obligor to undertake such liability? Therefore,it is of practical necessity to study relevant systems that may make it impossible for companies to carry out liquidation due to liquidation obligors.This paper is divided into three chapters:In Chapter 1,it sorts out the differences in the definition of liquidation obligors in normative documents under the Civil Law and under the Company Law,and sorts out the ascertainment results and judgment bases in judicial practice on the scope of liquidation obligors of limited liability companies in view of the inconsistency between the Civil Code and the Interpretations(II)of the Company Law.Based on the interpretation of legislation,to connect these two provisions and finally determine the subject scope of the Liquidation Obligor.Chapter 2 analyzes the legal nature of the delay in fulfilling the liquidation obligations in the process of liquidation by the liquidation obligors.Theoretically,there are roughly two kinds of opinions: one is the abuse of the status of corporate legal person and the limited liability of shareholders,the other is the theory of creditor’s rights infringement.The theory of denial of corporate personality,as the theoretical basis for the simultaneous application of the Civil Code and the Interpretations(II)of the Company Law,is unable to be logically self-consistent.Finally,it demonstrates the rationality of the theory of tort of creditor’s right for the liquidation obligor to bear the repayment responsibility.Chapter 3 clarifies the main components of the liquidation obligors’ failure to carry out the liquidation and analyzes them item by item: the liquidation obligors’ delay in fulfilling the liquidation obligations;legitimate and valid underlying creditor’s rights exist;the creditor’s rights of the creditors are impaired;there is causality between the liquidation obligors’ delay in fulfilling the liquidation obligations and the impairment of the creditor’s rights;the liquidation obligors have subjective faults.