The Legal Issues Of Comporation Liquidation Obligor

At present,neither the legislation nor the theory in the termination of corporation is perfect, especially in non-bankrupt liquidation after dissolution of corporation .As a result, no one is in charge of liquidation after the dissolution of corporation, which seriouly damages the interests of corporation creditors and minority shareholders."liquidation obligor", which is an exploration to Chinese judicial system during the trials, is very important on perfecting the non-bankrupt liquidation system and remedying the gap in law stipulation.The thesis develops study based on the corresponding legal issues of the corporation liquidation obligor, which includes foreword and main body. The main body of this thesis is the legal issues of corporation liquidation obligor, including foreword, text, and conclusion, of which the text includes the general statement, the subject definition, the rights and obligations, the civil liability of corporation liquidation obligor and the defects of relevant law and consummate suggestion.The foreword part briefly introduces the reason for the topic selected, the current status and theoretical research works and the writing ideas.Chapter one is about the general statement of corporation liquidation obligor. Beginning with the introduction of corporation liquidation and its necessity, which has an obligation to legally initiate a company's liquidation procedure, and distinguish it from the two relevant concepts of liquidator and executor. The liquidation obligor system plays a significant role in the resolving of the problems of failing to perform the liquidation duty or intending to evade obligation by dissolution,and the establishment of a healthy and orderly withdrawing mechanism for legal persons. Chapter two is about the subject scope of corporation liquidation obligor. Based on the theoretical study of fiduciary duty and corporation control, those who have the fiduciary duty to the corporation, shareholders, and creditors, and those who have the power to control the corporation, both legally and actually, shall be defined as the corporation liquidation obligor. In accordance with this conclusion, the subjective scope of liquidation obligor shall consist of and confined to the directors and controlling shareholders.The directors shall be take on the obligation of organizing liquidation firstly ,and the controlling shareholders shall do it secondly.Chapter three is about the rights and obligations of corporation liquidation obligor. It expounds the rights of the obligor, which is to appoint the liquidator and replace the member of liqudation organization, and the obligations to make up the liqudation organization in the deadline according to the legislation , keep the property and account books of the corporation in good faith and assist with the work of liquidation of liqudator.Chapter four is about the civil liability of corporation obligor. If the liquidation obligor fails to perform the due duty of liquidation,which infringes the interests of the corporation, shareholders and creditors, he or she shall bear the dual civil responsibility. One is the responsibility for liquidating, which means the liquidation obligors should perform the duty of liquidation by themselves if they did not obey the deadline and procedures to organize the liquidation according to the law. The other is the responsibility for the damages which is based on the liability by directors and controlling shareholders for the third party. The range of damages for liability limited to the actually losses of corporation creditors and non-liquidation-obligor shareholders.Chapter five is about the defects of relevant law and consummate suggestion. It will give some consummate suggestion to the current law on liquidation obligor, such as the deficiency for liquidation obligors to appoint and change liquidator ,the inconsistency of the subject scope of corporation liquidation obligor between the two type corporations, the lack of obligation on liquidation of liquidation obligators and deficiency of remedy for the right of non-liquidation-obligor shareholders.