Legal Issues in Disputes over Liquidation Responsibility

Legal analysis: the liability for liquidation compensation refers to the tort liability that the liquidation obligor should bear if he fails to perform the liquidation obligation and causes losses to the company, shareholders or creditors. The basis of liquidation responsibility lies in the fact that the liquidation obligor fails to fulfill the statutory liquidation obligation, which causes economic losses to the company's creditors and other shareholders. This kind of behavior that causes economic losses to others due to inaction should be recognized as tort in law.

Legal basis: Article 18 of the Company Law of People's Republic of China (PRC) stipulates different ways of assuming responsibility for different omissions of liquidation obligors:

The first paragraph stipulates that if the liquidation obligor fails to perform the liquidation obligation in time, the creditor may require the liquidation obligor to be liable for the debts of the company within the scope of losses caused. The second paragraph stipulates that if the liquidation obligor is slow to perform the liquidation obligation, the creditor may require the liquidation obligor to be jointly and severally liable for the debts of the company. The difference between the two is that in the first case, the liquidation obligor bears the supplementary liability for compensation, and the creditor should first ask the debtor to pay off the debt. Only when the debtor's property cannot be paid off after enforcement can it be regarded as the creditor's loss, and the creditor can claim compensation from the debtor's liquidation obligor for this part of the loss. In the second case, the liquidation obligor is jointly and severally liable, that is, the creditor can claim the creditor's rights from the debtor or claim damages from the debtor's liquidation obligor. At this time, the liquidation obligor shall bear unlimited joint liability.