A Research On Corporation Liquidation Obligor

Corporation law should not only encourage investment and the development of industry, it should also ensure the rational market exit of the company. A company’s market exit mechanism is as important as its market access mechanism. With the development of market economy, the threshold for establishing a company in China is becoming lower and lower. However, in the field of company’s market exit mechanism, China is still weak at the level of both legislation and theory studies. The lack of regulation in non-bankruptcy liquidation after the company’s dissolution in particular leads to the problem that no one organizes liquidation after the dissolution of the company, which severely harms the benefits of the company’s creditors and the interests of small shareholders. Liquidation obligor is exactly the product coming from the exploration of this practical problem, bearing great significance for the improvement of non-bankruptcy liquidation system and the remedy of legal regulation’s loophole.This article intends to develop study based on the legal issues of the corporation liquidation obligor, which includes preface, main body and conclusion. The body of this article includes the concept, the main body and the civil liability of corporation liquidation obligor. This dissertation firstly defines the new concept of corporation liquidation obligor. It believes that company’s liquidation obligor is the main body who has a special legal position and, according to law, starts liquidation procedures and appoints liquidator to clear up the company’s credit and debt. Secondly, by comparing company’s legislation and practice home and abroad, this dissertation believes the main body of liquidation obligor should contain the company’s directors and stakeholders, while its administration and minority shareholders should not be included into the scope of legal liquidation obligor. Legal liability has deterrent of law, which impels liquidation obligor to fulfill obligation accurately and timely. In the third section of this dissertation, it studies four types of liabilities liquidation obligor should hold when violation of obligations happens. They are liquidation liability coming from liquidation obligation, damage liability due to acts that harm the benefits of creditors during the company’s liquidation process, disregarding limited liability happens when shareholders evade debt maliciously using independent corporate personality and limited liability, the fourth is public commitment liability due to inappropriate cancellation of registration caused by industrial and commerce department. Finally, this dissertation makes assumption on establishing relevant legal system regarding the company’s liquidation obligor in China. Based on the spirit of protecting creditors and balance benefits of shareholders, at the level of corporate legislation it is necessary to construct a civil liability system of company’s liquidation obligor characterized by a definite main body of liquidation obligor and a complete liability system in China.