Corporate Legal Non-bankruptcy Liquidation Research

Non-bankruptcy liquidation refers to procedures that dispose various unfinished affairs of the dissolved enterprise (beyond the reasons of bankruptcy ,merger or division ),terminate all legal relations centered on it and finally bring the enterprise legal persona to an end .Non-bankruptcy liquidation results from dissolution .After liquidation ,the enterprise should be liquidated .Other wise ,the enterprise legal persona shall not expire ,The direct aim of liquidation ,in its form ,is to terminate the enterprise legal persona ,However in effect ,its aim should be protection of creditor's interests shareholder's interests and social-economic order ,This dissertation falls into four parts .Part I, is about the practice and theory perplexity in non-bankruptcy liquidation. In practice ,the interests of creditors and relevant parties are frequently injured in this procedure ,For instance ,liquidation isn't carried out after liquidation or ,in spite of liquidation ,the commencing terminating don's abide by laws ,or property is concealed in liquidation ,In Judicial practice judges are perplexed about such theory problems as the criteria of expiration of enterprise legal persona ,the legal result of revocation of business ,license and cancellation of registration ,Who should bent liquidation obligation if liquidation panel failed to be formed .They have different understandings and doings ,This phenomena not only caused the unserious ness of judicial ,but more importantly ,it is not beneficial to the protection of creditor's and mid-small shareholders.Part II ,is about the legal status of liquidation legal person ,After dissolution ,the enterprise legal persona is called liquidation legal person ,Whether it is civil subject or not does matter to legal remedies to creditors and mid-small shareholders .After analysis of various doctrines ,the viewpoints of the Supreme Court and trial practices ,this dissertation argues that there are no essential differences between liquidation legal person and the previous one .The liquidation legal person still possesses legal persona ,can conduct civil activities and civil litigation activities in its own name ,Therefore ,the doctrine of the same legal persona ,should be adopted concerning the legal status of liquidation legal person.Part III, is about legal regulation of liquidator .The liquidator is the natural person who bears ,the duty of liquidator and acts as the organ of enterprise ,The liquidator is the commission and the legal representative of enterprise .aim to the problems about no one to liquidate enterprise in the practice and no person to takepart in legation ,The dissertation analyzed its' reasons and research the qualification, option rules power ,obligations and the undertaking of responsibility of liquidator from the perspective of comparative law.Part IV is about the procedural safeguard for creditors and mid-small shareholders in non-bankruptcy liquidation of enterprise legal person. There are tow ?approaches to legal remedy for creditors. One is civil litigation; the other is non-bankruptcy liquidation. The first problem to be solved is the establishment of subjects undertaking responsibility and the subjects in litigation civil liability is not only safeguard of civil subjects that enjoy rights and assume obligations but also the entity law bases while confirming action subjects .With subjects as standards ,this dissertation discusses the liability system after an enterprise's dissolution ,for example ..generally ,the debts should be borne by the previous enterprise after its dissolution .When the liquidator failed to fulfill liquidation obligations .,it should bear liquidation obligations ,it should bear liquidation liability ,Also It should tort liability when it failed to fulfill liquidation obligation and thus caused the loss of assets ,shareholders should generally ,bear limited liability to the extent of their respective capital contributions ,When shareholders abuse the cooperate persona ,disregard of the corporate entity will be made and shareho...