| Mature market economy needs perfect market access system,also needs a complete market withdrawal mechanism. In the cases of liquidation compensation by Maxell (Shanghai) Trading Co., Ltd accusing Yu’s company is about a shareholder belonging to a limited company misfeasance of liquidating duty and cause liquidation responsibility disputes. The core issue of this case mainly in three aspects, including the scope of liquidation obligor of the limited liability company, the problem of defining behavioral nature of shareholders misfeasance of their liquidating obligations and whether shareholders with limited capacity for civil conduct shall undertake the liquidation responsibility. Based on the fiduciary duty theory and corporate control theory, liquidation obligor in limited liability company shall conform to two main features:first, they have a fiduciary duty to the company, and second, they have control power in legal. Laws shall not indiscriminately affirm all shareholders as a liquidation obligor, and controlling shareholder in the shareholder shall be defined liquidation obligors, which will not reduce the legal protection of creditors and more fair for non-controlling shareholders of the company. Based on this, the liquidation obligor of LEGO center shall be recognized as the Xinda company rather than Yu’s company. The behavior of liquidation obligor misfeasance of liquidating duty shall be affirmed infringement acts, incorporating creditor’s rights into the object of tort is not violate the legislative purpose of tort law system, relative to the corporation personality denying system, which can provide comprehensive protection for the legitimate rights and interests of oblige. Xinda company, as a liquidation obligor, failing to organize company liquidation act belong to infract Maxell Trading Co., Ltd’ s behavior of creditor’s rights, shall assume compensation liability for tort confining to all claims of Maxell corporate. Shareholders of the limited liability company was declared as person limited in disposing capacity by court, its shareholder’s voting right, as well as company management right cannot be implemented, lost control of the company. Shareholders with limited capacity for civil conduct do not have qualifications and abilities to serve as company’s liquidation obligor, and shall not assume liquidation responsibility for the company without liquidation according to law. Yu, as a person with limited capacity for civil conduct, shall not be identified as liquidation obligor of Lego Center, nor is there any conduct of infringing the claim of Maxell company and he bears no responsibility for any liquidation responsibility. |
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