Compliance and specific path selection in liquidations
Author: Xi Qing & Cai Meng 2020-11-02Under the current economic and legal environment, in the normal operation and management of companies, compliance has been generally accepted and implemented as an important measurement for corporate governance. However, investment operators still do not pay enough attention to company taptap点点 compliance, and lack the necessary legal awareness of taptap点点 compliance.
When the business purpose of a company is achieved, or the operating conditions are poor, the company is usually shelved or cancelled without legal taptap点点. However, there are also compliance requirements in company liquidations.
In accordance with the Company Law and the Provisions of the Supreme People’s Court on Several Issues Concerning the Application of the Company Law of the People’s Republic of China (II) (Judicial Interpretation of Company Law II), shareholders of limited liability companies, directors and controlling shareholders of companies limited by shares, and actual controllers are the obligors of company liquidations, and they cannot be exempted from taptap点点 obligations on the grounds that they are not actual controllers, or do not actually participate in the operation and management of the companies.
If the taptap点点 obligor fails to perform the taptap点点 obligation, resulting in corresponding consequences, it shall bear corresponding legal liabilities:

Expiration of the company’s operation period, early dissolution of the company by shareholders or poor management of the company are all grounds for the taptap点点 of the company permitted by the current laws and regulations of China. In the case of compliant taptap点点 neither the company, limited to all its assets, nor the shareholders, limited to their capital contributions, are required to bear additional economic and legal responsibilities. However, the compensation result caused by non-compliant taptap点点 usually exceeds the limit of shareholders’ capital contribution.
When the company and/or shareholders have taptap点点 demands, they can reasonably choose a taptap点点 path according to the specific situation of the company so as to achieve the purpose of compliant taptap点点 without increasing additional economic and legal burdens.
There are three paths for a company’s compliant taptap点点 – self-taptap点点, compulsory taptap点点 and bankruptcy taptap点点, among which self-taptap点点 and compulsory taptap点点 belong to the category of dissolution taptap点点. The specific selection should be based on the actual situation of the company.
Company’s financial situation
When the company’s financial situation is normal, usually the assets are greater than or equal to liabilities, that is, when the owner’s equity is greater than or equal to zero, dissolution taptap点点 can be carried out. If the company’s financial situation is abnormal, and the debts due cannot be paid off, and the assets are insufficient to pay off all debts, or the company is obviously insolvent, bankruptcy taptap点点 shall be carried out according to law.
When determining the company’s financial situation, even if any shareholder’s capital contribution is not paid in, it should still be included in the company’s assets, and should be paid in during the actual taptap点点 process. If it is impossible to determine the company’s financial situation due to its perennial suspension of production and business, loss of account books, etc., dissolution taptap点点 can be carried out first. If the company is found to be insolvent in the taptap点点 process, the taptap点点 team shall apply to the people’s court for declaring it bankrupt according to law, and turn dissolution taptap点点 into bankruptcy taptap点点.
Shareholder relationship
In the case of dissolution taptap点点, if the company’s shareholder relationship is normal, an agreement can be reached on the company’s taptap点点 and the taptap点点 team is successfully formed to carry out compliant taptap点点, then self-taptap点点 is applicable. If the company’s shareholder relationship is abnormal and it is impossible to form a resolution on the dissolution of the company and the establishment of a taptap点点 team, the shareholders and creditors may apply to the people’s court for compulsory taptap点点 of the company.
In the case of bankruptcy taptap点点, if the company’s shareholder relationship is normal, a shareholders’ resolution can be made on the company’s application for bankruptcy taptap点点 as a debtor, thus starting bankruptcy taptap点点. If the company’s shareholder relationship is abnormal and it is impossible to reach an agreement on the company’s application for bankruptcy taptap点点 as a debtor, but the shareholders who agree to bankruptcy taptap点点 also have outstanding claims on the company, then the shareholders can file bankruptcy taptap点点 application as creditors.
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