Abstract:The company dissolution, revocation and revoked business license please count and how to repay its debt.

Key words: the company liquidation of debts

Case study: Company A and company B have a long-term business, a company has accumulated owe company B paymentMore than 13 yuan, the company sued to the court, the court a company to pay B company 130000 yuan within two months, but in the implementation phase that a company has dissolved, the company did not have any fixed assets, the company personnel also disappear without a trace.

In the civil trial, the liquidation procedure system the lack of standardized company was dissolved, revoked, and revoke the business license, the creditors are difficult to implement of the creditor's right It is often seen. Only with the existing legal regulations difficult to operate in practice, is not conducive to the protection of the interests of creditors. In view of this, the author thinks, research company is revoked, dissolved, revoked the license to the liquidation procedure specification and in the form of law to be clear, have quite important sense.
   In China, according to the provisions of the company law and the registration administration organ, liquidation is the cancellation of the premise, not the liquidation of the consequences is not for cancellation of registration, many transactions cannot finish; so shall not the liquidation of the consequences is usually can make companies improve the liquidation procedures, the ultimate goal is to protect the creditors' interests are not infringed. But only on the basis of the existing law is not enough for constraint violations settlement behavior, it is necessary to formulate laws and regulations should be clear.

   One, should first ensure the liquidation timely start, its significance is mainly reflected in the protection of creditors.

   The company has been rescinded, is in a state of disorder, such as not timely liquidation, prone to company property, damage, or loss of looting, company's financial books lost situation, make in the future to regular liquidation due to lack of data cannot be. If not for the relevant provisions of the strict operation procedure, it is difficult to protect the interests of creditors of the company. QingCalculation system is the premise of limited liability shareholders. Ideally, after the dissolution of the company, the shareholders of the company to liquidate the company's assets and debts, notify the creditors of the company, both sides reached a debt repayment schedule, pay off all debts. Although the company law of our country stipulated the liquidation group composition, liquidation legal consequences group duties, liquidation procedures, the illegal liquidation, but in reality, many companies in their own after the dissolution of no liquidation, even refused to liquidation, but to the company personality as a shield, with limited liability as an excuse to avoid legal.

It is difficult to determine in practice, practice subject of liquidation two

The company dissolution resulting liquidation procedure, determine the primary issue is the liquidation or liquidation organization. This is not only a matter of who will preside over the liquidation, but also related to the false liquidation or liquidation not by who bear responsibility for not clearing. China's company law provisions of article 191st of the company's normal dissolution and liquidation of ordinary liquidation case: members of the liquidation group limited liability company shall be composed of the shareholders; the liquidation group Limited by Share Ltd is determined by the general meeting of shareholders. Therefore, ordinary liquidation, the liquidation trigger responsibility should the liquidation group composed of the company bear. Article 192nd of the company law provisions of the non normal dissolution liquidation, the liquidation group component responsible for the formation of organs and the members of the liquidation group program: "the competent authorities responsible for the" organization "shareholders, relevant departments and relevant professional personnel to form a liquidation group to conduct liquidation." The author believes that, in this case the liquidation is the main shareholder, the authorities but in the shareholder refuses to fulfill their obligations of liquidation of convening of organizing liquidation, liquidation and non subject. In practice, the 192nd companies act enumerated in non situation normal dissolution, creditors prosecution, courts generally ordered shareholders in a certain period of time to company property, special liquidation, bear the liability for the debts of the company with the property after liquidation. But in fact, many shareholders had creditors outside, One's whereabouts is a mystery., so that many cases had to default judgment. Unable to find the shareholder is not the subject of liquidation, organized by the competent authority for the liquidation is still no legal liability should take to solve the subject of liquidation, liquidation due to. The law for clearing the main provisions is not clear, confusing the liquidation of the convener and clearing the main line, ignored the subject of liquidation does not fulfill the legal liability, should bear the obligations of liquidation, therefore, often fall into the dilemma in practice.

Three, in the people's court shareholder liquidation liability cases, the verdict is often the company as the debtor to perform the payment obligation of creditors; shareholders at the time of the company liquidation obligations to fulfill (cleaning). The company by the shareholders of the actual control, in fact have ceased operation, during the company's legal documents within the prescribed, the creditor fails to perform the payment obligation, shareholders and refuses to perform the obligations of liquidation case, if the creditor according to "opinions" provisions, require shareholders directly to the creditor to assume liability to pay compensation, the executive judge often require creditors to provide shareholders as the liquidation obligor in after the dissolution of the company because of failing to perform the obligations of liquidation, the company property loss, disparaging evidence. As creditors did not understand the company's financial books, and does not control the actual assets of the company, in fact, creditors cannot be the burden of proof. In this case, the executive judge generally take stop closing execution method. So, if applicable, "the distribution of burden of proof in who advocates, who proof" principle, will make the shareholders in the people's court shall not perform the obligations of liquidation legal provisions, but also the actual possession, use, control of the company's assets, is liable to the company law of limited liability of the shareholders, it shall be liable to escape legal liability, actually harmed the interests of creditors. The company law, the shareholders of the company with limited liability, in order to encourage investment, rather than to encourage the whole. The shareholders, creditors, equal protection shall be subject to legal. The shareholders would not fulfill the obligations of liquidation in case of cancellation of the company, so as to achieve malicious escape debt situation, meet the eye everywhere in reality, the existence of such a situation, not only damage the lawful rights of creditors, but also seriously disrupted the market order, is not conducive to the cultivation and development of market economy.

 In four, in the practice of trial

(a)          To affirm the shareholder responsibility

In dealing with entities shall confirm the liability of shareholders according to the specific situation after the dissolution of the company, including:1, because the shareholder fails to perform the obligations of liquidation and caused the company to property depreciation, loss, loss and actual loss, based on the fault liability, shareholders shall bear the liability for compensation in the damage range. 2, the shareholders and the confusion, the shareholders bear civil liability in occupied property within. 3, the withdrawing shareholder or malicious disposition of the property of the company, the shareholders in the withdrawal of capital or malicious disposal of property shall be liable for compensation within. 4, after the dissolution of the company assets is unknown, the accounts are not clear, in view of shareholders is the direct responsibility of company assets book keeping, because of its statutory duty performance defects, resulting in the reduction or elimination of liquidation of creditor's rights, property objectively, deal with the claims of creditors bear compensation responsibility. 5, the company without liquidation is cancelled, even if not acquire any property from shareholders in company, also should assume full liability. Because the company deregistration shall express company debt is cleared, the shareholders of the company's commitment to the public debt, is a public behavior. The company is actively take on debt. Once this commitment have the force of law to complete the write off of the company, which is in the law the legal consequences produced by debt. 6, in the liquidation period without justifiable reasons, refuses to perform the obligations of liquidation, as bear to give up on the limited liability, generally accept the company's property, debt, the registered capital of the company shall bear the liability within the scope for the debts of the company.

(two) the determination:

Sue for the shareholders of the company fails to perform the obligations of liquidation in the company creditors, legal reasons produced debtor creditor relationship between the creditor and the company, is no longer causes the plaintiff, cannot reflect the focus of dispute between the creditor and the company, the cause of creditors and company shareholders have the legal conflict is violating shareholders liquidation responsibility, and thereby caused damage to the interests of creditors. The judge to the civil dispute, civil liability evaluation have the basis of legislation, can more accurately and quickly by the law, according to the referee. Therefore, the dispute of property damage compensation right and infringement disputes cases to determine the cause of more scientific, reasonable.

ThreeThe allocation of the burden of proof)

Shareholders of the company as the company contributive person, enjoy the company assets, making major decisions and selecting management informed decision. In after the dissolution of the company, according to the legislation of liquidation, the assets of the company responsible for safekeeping, prevent depreciation, loss of recourse, creditor's rights, the rights and obligations of the disposal of the assets of the company in accordance with the procedure set. Is the actual assets, book ruler. On the contrary, the creditor as the company's external stakeholders, internal management has no right to intervene, the lack of protection of positive means of self. After the dissolution of the company in the evidence obtained obviously at a disadvantage, to the full burden of proof. Therefore, it is necessary to take the burden of proof of the facts upside down some of the burden of proof, the creditor shall bear the burden of proof the facts established, the burden of a specific amount of stockholders. Its legal basis is the provisions of rules of evidence in the evidence proves that a party has the evidence refuses to provide, if the other party when the thing into claims that the evidence is unfavorable to the possessor of the evidence, presumption of the proposition. The allocation of responsibility:

The burden of proof 1, creditors:

(1) the creditor and the company legitimate claims to truth; (2) the company has dissolved or canceled facts; (3) shareholders lazy liquidation facts; (4) the company property loss, depreciation, loss, confusion, and shareholders are shareholders, shareholder withdrawal of funds with malice in property of the company; (5) the other to prove.

The burden of proof in 2, the shareholders of the company:

(1) lazy liquidation has statutory exemptions facts; (2) the assets upon dissolution of the company; (3) after the dissolution of the company assets depreciation, loss, loss of the amount; (4) shareholders, malicious disposal company property capital flight amount; (5) other facts to be proved.

 (four) the establishment of the system of compulsory liquidation

In the judicial practice, when the creditor to the people's court to dissolve the company filed for dissolution, most cases are caused by the tribunal of a people's court for the dissolution and liquidation of judgement, to determine the civil liability of liquidation obligor, the deadline to fulfill the obligations of liquidation. We believe that without the referee. The people's court shall be given based on the liquidation obligor fails to perform the illegal acts, directly designate relevant persons to form a liquidation group of compulsory liquidation. At the same time in the company's assets is unknown, books are not clear, no liquidation, liquidation procedures shall be terminated by the creditor, directly to bear obligations of liquidation shareholders as defendants, the plaintiffs filed.At present, the shareholder malicious whole more serious cases, in judicial practice, when the limited liability company termination or revoke the business license within a reasonable period, shareholders do not for the liquidation of obligations, the people's court may presume the voluntary surrender of limited liability protection principle, the shareholders shall bear the liability for compensation completely the. Legal means losing a feasible legal interests of creditor protection.

The article quoted from: http://blog.sina.com.cn/u/583540cd010004pf