On The Definition Of The Liquidation Obligor Of The Limited Liability Company And The Assumption Of Civil Liability

The liquidation obligors are the initiators in the liquidation process of the company.If the liquidation obligors fail to fulfill the liquidation obligations in time and cause losses,they shall bear the liquidation compensation liability.Therefore,defining the scope of the liquidation obligors is the primary problem faced by the liquidation of the company.This paper is to discuss the definition of the liquidation obligor of the limited liability company and the bearing of civil liability.In addition to the introduction and conclusion,it is divided into four chapters:The first chapter describes the meaning of liquidation obligor and the practical significance of the definition of liquidation obligor.The liquidation obligor refers to the civil subject who,based on the specific rights and obligations relationship between the liquidation obligor and the company,is responsible for starting the liquidation procedure and establishing the liquidation organization within the legal period when the company is dissolved or bankrupt,and bearing the corresponding liabilities according to law when the liquidation fails to cause losses to the relevant obliges in time.Defining the liquidation obligor is conducive to defining the subject of performing the liquidation obligation,ensuring the normal progress of the liquidation procedure of the company,facilitating the subject of investigating the liquidation responsibility,and protecting the interests of creditors to the maximum extent.The second chapter summarizes the current situation of the definition of liquidation obligor of limited liability company.First of all,the company law of the people's Republic of China(hereinafter referred to as the company law)and other relevant laws on the Liquidator or liquidation obligor of a limited liability company are specified,but the provisions are not completely consistent;secondly,the author analyzes the three different views on the scope of liquidation obligor of a limited liability company in the academic community,and the author believes that each view has its merits,but all of them are for the limited liability company The scope of the company is not completely defined.Finally,the paper discusses the problems encountered by the directors and the minority shareholders in the liquidation.The third chapter discusses the obligations of the liquidation obligor and the civil liability of the limited liability company.The obligations of the liquidation obligor mainly include starting the liquidation procedure,forming the liquidation group,supervising the liquidation plan and the liquidation report.The liability of liquidation obligors mainly includes tort liability and joint and several liability.In addition,the special provisions on the exemption of small and medium-sized shareholders are briefly described.In the fourth chapter,the scope of liquidation obligor of limited liability company is reconstructed.First of all,it clearly defines that the company liquidation obligors should follow the principle of interest balance,the principle of consistency of rights and obligations,and the principle of protecting the interests of creditors.Based on the above principles,this paper redefines the liquidation obligor of a limited liability company,that is,the shareholder should be the liquidation obligor;but under certain conditions,the liquidation compensation liability of small shareholders should be exempted;the directors of the company should be the liquidation obligor.Reconstruct the scope of liquidation obligors of limited liability company,in order to provide corresponding suggestions for the relevant legislative improvement and judicial practice in China.