Reseaech On Liquidation Obligors’ Civil Liability When The Company Cannot Be Liquidated

In order to solve the problem that no one liquidates the company after the company dissolved,the second interpretation of company law establish limited liability company shareholders,joint stock company directors and controlling shareholders as liquidation obligors.Since the implementation of this provision,it has played an important role in protecting the interests of creditors,but a series of problems also emerged.The main problem is that shareholders may be burdened with debt far beyond their investment,which could have an impact on the principle of limited liability.Shareholders are not suitable to act as liquidation obligors.In comparison,directors as liquidation obligors are not only the requirements of their duties,but also more conducive to the smooth progress of the company’s liquidation.At present,the liquidation obligor in China has gradually shifted from shareholders to directors,but the corresponding responsibility system still have some problems.The responsibility system needs to be further improved when directors as liquidation obligors.At first,the conditions for taking responsibility should be more detailed,the standard for determining whether the liquidation obligor has fulfilled its obligations should be clarified,and compulsory liquidation should be a necessary pre-procedure for determining that a company cannot be liquidated.Second,it should be clarified that the content of the civil liability of the liquidation obligor includes not only the joint liability for the creditors,but also the liability for the shareholders and the company.The standards for determining the scope of compensation also should be improved.At last,liquidation obligors’ liability relief system and recovery system should be improved,which could unify the liability of the liquidation obligor with its fault,and let the ultimate responsibility be truly implemented on the culprit who make company cannot be liquidated.