Research On Debts Disposal Of Deregistered Companies

The traditional company theory holds the opinion that company deregistration refers to deregistration of company records in the governmental authority supervising company registration and termination of company existence after liquidation. The legal personality of a company ceases to exist after conclusion of liquidation and deregistration. The company legislation and theory both recognize that all debts arising out of duration of a company shall be liquidated and settled in the process of liquidation. And under influence of the above deep-rooted concept, few articles and thesis are published to tackle the debts disposal of deregistered companies. As a matter of fact, the liquidation process is unable to terminate all legal relationships a company participated in its duration. In practice, a various of debts may arise after company deregistration including but not limited to debts unsettled in the liquidation process due to certain reasons and debts that may arise after company deregistration. Rights and interests of debtors may suffer serious damages without a systematic mechanism to handle the above issue accordingly.This article is divided into three chapters. The first chapter deals with concept of company termination and figure out the differences between company dissolution, liquidation and deregistration. The second chapter deeply analyzes the disposal of unsettled debts after company deregistration. This chapter begins with judicial decisions and discusses the liable principal, the basis for liability and liability scope with combination of instructions from local supreme courts and tort system in the civil law. The third chapter articulates the disposal of contingent debts after company deregistration and analyzes the liable principal, the basis for liability and liability scope on the basis of unlawful enrichment in civil law. The forth chapter also modifies the system of commitment to the public broadly applied in company deregistration practices to provide a more efficient and convenient solution. The last part of this article summarizes the solutions to debts disposal after company deregistration recommended in the proceeding four chapters.