Study On Company Liquidation Obligor

The company liquidation system is the last line of defense to deal with internal and external legal relations according to law before the company’s legal person withdraws from the market.This article will discuss the liquidation obligor within the scope of the company’s general liquidation procedures.The first part,introduction.With the increasing number of Chinese companies year by year,liquidation disputes are becoming more and more serious.The "Company Law" and its interpretation have responded to this,and the "General Provisions of the Civil Law" 、 "Civil Code People’s Republic China" conflicts with the provisions of the liquidation obligor,which has caused disputes and problems concerning the main scope of the liquidation obligor,liquidation obligations and civil liability.The purpose of this article is to improve the relevant regulations of the company’s liquidation obligor and solve judicial practice problems.Starting from the current situation of practice,this article will be discussed through the display of academic views and case analysis.The second part is the main scope of the company’s liquidation obligor.In practice,the existing laws stipulate conflicts and there are differences in application;the Supreme People’s Court Guidance Case No.9 makes unreasonable rules on the judgment of all shareholders of a limited liability company as the liquidation obligor,and there are logical errors in the reasoning of the case guidance.By comparing the different perspectives of the application of the law and the special relationship between civil law and commercial law,it is clear that the provisions of the Company Law and its interpretation regarding the obligor of liquidation should be followed,and the scope of the subject should be reconstructed on this basis.The identity qualification of the company’s liquidation obligations requires that it has actual control over the start and performance of the company’s liquidation and termination procedures,and also has the actual conditions to perform the obligations,as well as the fiduciary duty.The controlling shareholder actually influences the company’s decision-making mechanism because of control rights,and has a substantial impact on the company’s operation and management.Therefore,both limited liability companies and stock liability companies should use the controlling shareholder as the liquidation obligor.The director should be the legal liquidation obligor,who has the company’s control and fiduciary duties,and has a better understanding of the company’s operating status.The actual controller should also act as the liquidation obligor of the company.The third part is the obligation boundary of the company liquidation obligor.The "Company Law" does not clearly state the specific obligations of the liquidation obligor,and the "General Provisions of the Civil Law" focuses on the obligation to initiate liquidation.In judicial practice,there is a deviation in the determination of violations of liquidation obligations,and the exceptions to the performance of obligations are ignored.The nature of the liquidation obligation is a fiduciary duty,requiring obligors to put the company ’s interests first and manage the company carefully to avoid unnecessary losses.Combined with the actual situation and academic views of the liquidation obligor’s participation in liquidation,it is clear that the liquidation obligor should be responsible for the organization of liquidation obligations and assistance in liquidation obligations,and sort out the specific types of obligations often claimed in practice and theory.Members,the content of the latter includes proper custody of company liquidation materials,reasonable management of company property,and cooperation with liquidators.The court’s judicial determination of the reasonable performance of the liquidation obligation should first be considered from the time when the obligation is created and ended,and the standard for the proper performance of the obligation.In the case where the obligation is not performed correctly,it cannot be determined at will,and it should be comprehensively considered in conjunction with the positive measures that the obligor has taken to fulfill the liquidation obligation.The fourth part is the civil liability of the liquidation obligor of the company.In practice,there are problems of inconsistent judicial determination standards,inaccurate basis for responsibility,and deviations in the recognition of responsibility situations.First,jointly pay off responsibility.The legal personality denies that the application in liquidation cases should be limited by the time,personnel and circumstances of application.Regarding the company’s inability to liquidate and its indifference to liquidation,it should be jointly determined by combining facts and evidence.In practice,there should be a strict distinction between non-liquidation and non-liquidation.Second,compensation liability.The liquidation liability and compensation liability should be distinguished from the applicable situation and the way of liability.The judicial determination of malicious cancellation should be based on the subjective mentality,and the scope of compensation should be based on the financial situation of the company when it is dissolved,and the evil property should pay more attention to the causal relationship between the behavior and the result.Third,the liquidation responsibility belongs to statutory performance responsibility,behavioral responsibility,and no-fault liability,and the court cannot enforce performance,and can apply alternative performance or liability transformation methods.Fourth,commitment responsibility.The commitment to the company’s debt can be regarded as a guarantee,and the scope of liability should comply with the contractual agreement,that is,the content of the commitment at the time of cancellation of registration.The fifth part is the conclusion.The liquidation obligor includes controlling shareholders,directors and actual controllers,who not only have the obligation to organize liquidation,but also perform the obligation to assist liquidation.To judge whether there is a breach of an obligation,it should be determined from the time when the obligation was created,terminated,and exceptional circumstances.The liquidation obligor ’s compensation liability and liquidation liability are different in terms of application and responsibility.The practice should strictly limit the application of the legal person ’s personality denial.The actual situation.The liquidation responsibility belongs to the legal performance responsibility,behavior responsibility and no-fault liability.The liquidation obligor ’s commitment to the company ’s debt may be regarded as a guarantee,and the scope of liability shall comply with the agreement at the time of cancellation of registration.