On The Definition Of Subject Of Dissolving Liquidation Liability And Liquidation System Improvement

Dissolving liquidation is necessary procedure of termination of corporate capacity.Dissolving liquidation liability is a kind of civil liability.It happened in liquidationobligor’ s non-liquidation, delaying liquidation and improper liquidation.Theregulation of dissolving liquidation is weak in existing law, such as the concept ofliquidation obligor isn’ t clear and the liability of liquidation obligor isunreasonable.Theory for the subject of liquidation liability and how to takeresponsibility have a big controversy.This article is divided into four parts to discuss the subject of dissolvingliquidation liability and table proposal related to improve the law system. Afteranalyzing the overview of dissolving liquidation and the present situation ofdissolving liquidation of our country,this article summarizes the characteristics ofdissolving liquidation and problems in the dissolving liquidation in the judicialpractice.From the legislation idea changes in dissolving liquidation, qualitativeanalysis was carried out on dissolving liquidation liability, at the same time analysethe concrete forms and existing problems of dissolving liquidation.After thequalitative analysis of dissolving liquidation liability, it started to talk about thefeasibility of directors and controlling shareholders as the liquidation obligor.Basedon the above analysis, puts forward suggestions on improvement of the system ofdissolving liquidation.Through the system design of directors and shareholders toimprove the system of liquidation.At the same time put forward the way to othersupervision to Perfect the theory.This article argues that the liquidation obligor is a very important role thatorganize a liquidation.It differents from the liquidator who is concrete executor of thecompany liquidation affairs."The company law explanation (2)" defines the liquidation obligor as shareholders and real controllerl of imited liability companyand directors, controlling shareholders and real controllerl of incorporatedcompany.This paper thinks that it should not distinguish the different nature of thecompany to define the obligor of liquidation.This article confirmed that dissolvingliquidation liability is a form of tort liability and directors and controllingshareholders are liquidation obligor.Those aspects have brand new views of theauthor own compared to the previous scholars.And it shows the innovation forbreaking the existing legal framework and putting forward to more feasiblesolutions.So the discussion on dissolving liquidation liability is of greatsignificance.To clarify the subject of dissolving liquidation liability and improve therelated system is great theoretical help to to solve related issues in the practice ofcompany dissolving liquidation.