Research On Legal Issues Of The Liquidation Obligor In Limited Liability Company

Companies are the most important market players.When they participate in market activities and market competition,national legislation has always put its regulation focus on the establishment and operation stage,but its withdrawal stage is also an important part of the improvement of the market entity system,which is of great significance to the optimization of China’s business environment.The liquidation system and the bankruptcy system together constitute the current mechanism for the company to withdraw from the market in China.As a company liquidation initiator,the liquidation obligor connect the dissolution procedure and liquidation procedure of the company.The provisions on the civil liability of liquidation obligor in the Judiciary Interpretation(2)of the Company Law urge the liquidation obligor to perform the liquidation obligations in time after the company is dissolved.It is conducive to forcing zombie enterprises to exit the market as soon as possible,and is also conducive to the protection of the interests of shareholders and creditors of Chinese companies.Compared with the joint stock limited company,the internal governance structure of the limited liability company has greater autonomy of the will,and the legal system is less mandatory.Therefore,the legal issues of the liquidation obligor of limited liability companies are more controversial in judicial practice.The company law is not to clearly define the liquidation obligor.As a supplement to the Company Law,the liability rules are still unclear in the Interpretation of the Company Law(II).This situation leads to the limited liability company liquidation obligor subject and responsibility identification more complex,similar cases appear in the judicial trial have different trial results.It is urgent to carry out systematic research and analysis.The Civil Code,which came into force in 2021,clearly stipulates the liquidation obligor of legal persons.However,it is not completely consistent with the definition rules of liquidation obligor of limited liability companies in the current company law.Therefore,we should incorporate the new provisions of the Civil Code.It is clear that the liquidation obligors of a limited liability company should be the shareholders and directors of the company,while the actual controllers and senior managers should not be the liquidation obligors of a limited liability company.Based on the fact that their residual claim is infringed,the shareholders who are not lazy in performing the liquidation obligation can be the plaintiffs of the liability cases of the liquidation obligor just like the creditors.The establishment of exemption grounds for liquidation obligor should be conditional on the actively performing the obligation to apply for compulsory liquidation.The Company Law shall make it clear that the liquidation obligor may pursue liability against the custodians who is at fault for the damage and loss of the company’s property and data.