| The system of company liquidation, the last “party†before dissolution of acompany, is the key segment in the termination of a company, and it is animportmant legal system that can protect interests of all parties concerned.Although the system is of such great value, a large amount of deserted “vegetativecompanies†and “shell companies†without liquidation process exist in our practice.This phenomenon has disrupted our socialist market economy order and damagedlegitimate interests of creditors. Some companies, fully aware of its badmanagement, maliciously transfer the company’s assets and even finally clean up alarge sum, whereas the creditors can do nothing about it.This paper is focused on the theory foundation of company liquidation, causesof indolence in liquidation and analysis of shareholders liquidation liability.Theoretically speaking, the particularity of the compuslory liquidation lies in thefact that the creditors, not a participartor in the company’s operation, are unable toacquire its financial and management status, and the compulsory liquidation of acompany can only be carried out directly by or under the leadership of itsshareholders. However, whenever dissolution happens, shareholder will never takethe initiative to conduct liquidation due to the requirements of externalization ofcompany risks and aims of achieving maximized interests, and based on independent status of legal persons and limited liability of shareholders as well.This, after all, needs our law to guide the above phenomenon.This paper is divided in to three parts: introduction, text and conclusion, andthe text is comprised of three chapters.The first chapter mainly introduces the dissolution, liquidation of a companyand the relationship of the two, and also clarifies the connection and differencebetween ordinary liquidation, special liquidation and bankruptcy liquidation.Additonally, our legal norm evolution of the company liquidation system has beensorted out.The second chapter deals largely with concept of the obligor in specialliquidation and the corresponding legal responsibility. The legal principle andpractical analysis are fully addressed on two kinds of circumstances both resultedfrom obligors’ abstanining from the act-indolence in the liquidation. This tort leadsto devaluation, flow-away, damage or loss of company properties and loss ofcompany properties and loss of books and other important documents, unable tocarry out liquidation.The third chapter illustrates mostly the status about the dissolution andliquidation of Chinese companies and the writer’s suggestion on that.The paper is targeted to mark the position of our liquidation system among thevarious legal relations and to enhance the indict-ability and operability ofshareholders’ liquidation liability, so that the system of company liquidation can beimplemented, ending dissolution of most companies with liquidation. |
