According to the provisions of the Civil Code, after the liquidation of the company and the cancellation of registration, the legal person disappears. After the legal person is eliminated, the shareholder qualification disappears and the original shareholder agreement is invalid. The relevant provisions of the shareholders' agreement shall be fulfilled before the cancellation of the company.
Article 68 of the Civil Code of People's Republic of China (PRC)? If a legal person terminates due to one of the following reasons, and liquidation and cancellation of registration are completed according to law, the legal person shall terminate:
(1) The legal person is dissolved.
(2) The legal person is declared bankrupt.
(3) Other reasons prescribed by law.
Where laws and administrative regulations stipulate that the termination of a legal person shall be approved by the relevant authorities, such provisions shall prevail.
Article 72? The status of the legal person in liquidation, the disposal of the remaining property after liquidation and the termination of liquidation by the legal person, but the legal person shall not engage in activities unrelated to liquidation.
The remaining property of a legal person after liquidation shall be disposed of in accordance with the provisions of the articles of association of the legal person or the resolution of the authority of the legal person. Where there are other provisions in the law, those provisions shall prevail.
After the liquidation, the cancellation of registration of the legal person is completed, and the legal person is terminated. If it is not necessary to register as a legal person according to law, the legal person shall be terminated at the end of liquidation.
Article 557? Creditor's rights and debts shall be terminated under any of the following circumstances:
(1) The debt has been fulfilled.
(2) The debts offset each other.
(3) The debtor deposits the subject matter according to law.
(4) Exempt creditors from debts.
(5) Creditor's rights and debts are owned by one person.
(six) other circumstances stipulated by law or agreed by the parties to terminate.
If the contract is terminated, the rights and obligations of the contract shall be terminated accordingly.
Precautions:
1. Shareholders of the company who abuse their rights to evade debts shall bear joint and several liabilities. In order to avoid debts, shareholders often cancel the company maliciously, or cancel the company after transferring property. At this time, the creditor can recover from the relevant shareholders in accordance with the relevant provisions of the Company Law to realize his creditor's rights. ?
2. The liquidator shall be responsible for the illegal act. According to the specific provisions of the Company Law, if the liquidation group and liquidator commit illegal acts in the liquidation process, they will be punished by fines. At the same time, confiscate the illegal income.
3. Liquidation in accordance with the specific provisions of the Partnership Enterprise Law and the Bankruptcy Law. When the partnership enterprise is liquidated, the liquidator commits an illegal act and shall be liable for paying off the debts and paying compensation. After the dissolution of a sole proprietorship enterprise, the original investor shall be liable for paying off the debts of the enterprise. When an enterprise goes bankrupt, the legal representative or other persons directly responsible shall be liable for compensation in accordance with the law when the actor commits the acts stipulated in the bankruptcy law.