What legal responsibilities should the company bear when it is dissolved and liquidated?

As an independent enterprise legal person, a limited company is responsible for all its property, and its shareholders are limited to its capital contribution. The company's independent legal personality separates the company's responsibilities from those of shareholders. Even if the company's property can't fully pay off all the company's debts, the company's shareholders are exempt from recourse against the company's creditors. According to this theory, after the company goes through the legal cancellation procedures, it loses its legal personality, and neither the company nor the shareholders need to be responsible for the company's previous debts. However, if shareholders abuse the company's independent legal person status and shareholders' limited liability to engage in various acts of evading laws and breaking laws, the interests of creditors will be easily damaged. In order to protect the interests of creditors and maintain a stable market economic order, the "Company Law" in 2005 introduced the system of denying corporate personality, that is, the theory of "unveiling the corporate veil". Article 20 of the law stipulates: "If a company's shareholders abuse the independent status of the company as a legal person and the shareholders' limited liability to evade debts and seriously damage the interests of the company's creditors, they shall be jointly and severally liable for the company's debts." Accordingly, after the cancellation of the company, in some cases, the creditor may require the original shareholders to bear the responsibility. However, Article 20 of the Company Law does not explicitly stipulate that the corporate personality and shareholders' limited liability can be denied, but only stipulates in principle that the prerequisite for the application of this article is that "the shareholders of the company abuse the independent status of the corporate and shareholders' limited liability". According to the judicial interpretation of company law, court cases, etc. The author summarizes the situation that shareholders should bear legal responsibilities after the cancellation of the company, mainly including: 1. Defects of Shareholders' Capital Contribution The Company Law requires that shareholders' capital contribution should be true and complete, but in practice, shareholders' capital contribution has defects such as inadequate registered capital, false capital contribution and untrue registered capital. Article 22 of the Supreme People's Court's Provisions on the Application of Several Issues (hereinafter referred to as Judicial Interpretation II of the Company Law) stipulates: "When the company's property is insufficient to pay off its debts, if the creditors claim that the outstanding shareholders and other shareholders or promoters at the time of the establishment of the company are jointly and severally liable for the company's debts, the people's court shall support them according to law." In addition, the Opinions of Shanghai Higher People's Court on Several Issues Concerning the Trial of Corporate Litigation Cases also clearly stipulates: "Shareholders with insufficient capital contribution (false capital contribution) shall be jointly and severally liable for corporate debts within the scope of insufficient capital contribution; If the registered capital of the company is lower than the minimum standard stipulated in the Company Law due to insufficient capital contribution by shareholders, and the company's legal personality cannot be generated according to law (the company's legal personality is denied), it shall bear unlimited joint liability for the company's debts. " 2. Shareholders withdraw their capital. The Company Law requires that the company's capital should be true and complete, but it should also be kept in a substantial state. Where a shareholder withdraws or transfers part or all of his capital contribution after making capital contribution, resulting in the company's insufficient performance ability, it obviously violates the principle of capital enrichment, and the shareholder shall be jointly and severally liable for the company's debts within the scope of withdrawing the company's assets. If all the shareholders have registered capital flight or the registered capital has not reached the legal minimum after the withdrawal, the company shall be deemed as having no subject qualification, and the shareholders shall bear all legal responsibilities. If the registered capital escapes, if the circumstances are serious, it may also involve criminal responsibility. 3. The liquidation procedure of the company is illegal. The company law requires that the cancellation of a company must go through legal liquidation procedures, otherwise even if it has been cancelled, shareholders can be required to bear the liability for compensation. For the specific requirements of company cancellation, please refer to Chapter X "Dissolution and Liquidation of Companies" of the Company Law, Judicial Interpretation II of the Company Law and Chapter VI "Cancellation of Registration" of the Regulations on the Administration of Company Registration. Combined with these laws and regulations, the specific manifestations of illegal liquidation procedures often include the following situations: (1) After the dissolution of the company, shareholders maliciously dispose of the company's property, causing losses to creditors, and creditors have the right to claim to the people's court that shareholders should bear corresponding compensation liabilities for the company's debts. (2) If the company is not liquidated or falsely liquidated, and the shareholders cancel the registration without liquidation according to law after the dissolution of the company, or cheat the company registration authority to cancel the registration as a legal person with a false liquidation report, thus causing losses to creditors, they shall also be liable for paying off the debts of the company. (3) If the liquidation group fails to perform the obligation of notification and announcement according to law, resulting in the dissolution of the limited liability company that the creditors have not paid off, the shareholders shall form a liquidation group to liquidate the company's property and notify the creditors. Article 186 of the Company Law stipulates: "The liquidation group shall notify the creditors within 10 days from the date of its establishment and make an announcement in the newspaper within 60 days. Creditors shall declare their claims to the liquidation group within 30 days from the date of receiving the notice, or within 45 days from the date of announcement if they have not received the notice. " The announcement here must also be an influential newspaper at the national or provincial level where the company is registered. If the liquidation group fails to perform the obligation of notification and announcement in accordance with the provisions of the preceding paragraph, resulting in the creditors' failure to declare their claims in time, and the creditors claim that the members of the liquidation group shall be liable for the losses caused thereby, the people's court shall support it according to law. (4) Failure to set up a liquidation group within the statutory time limit, resulting in depreciation, loss, damage or loss of the company's property. The Company Law requires the company to set up a liquidation group within/0/5 days from the date of dissolution and start liquidation. If the shareholders of a limited liability company, the directors and controlling shareholders of a joint stock limited company fail to set up a liquidation group to start liquidation within the statutory time limit, resulting in the depreciation, loss, damage or loss of the company's property, and the creditors claim to be liable for the company's debts within the scope of the losses caused, the people's court shall support it according to law. (5) The company's main property, account books and important documents are lost and cannot be liquidated. As the main person in charge of the liquidation procedure of the company, the shareholders are lazy in performing their obligations, resulting in the loss of the company's main property, account books and documents and unable to liquidate, and shall be jointly and severally liable for the company's debts. (6) Shareholders have other fault behaviors in the process of liquidation or cancellation. In addition to the above circumstances, members of the liquidation group shall be liable for compensation if they commit other wrong acts in liquidation affairs, thus causing losses to creditors. Other fault behaviors here are mainly violations of laws, administrative regulations or the articles of association. For example, the liquidation group fails to submit a liquidation report to the company registration authority in accordance with the company's articles of association, or submits a liquidation report that conceals important facts or has major omissions; Members of the liquidation group abuse their powers, engage in malpractices for selfish ends, seek illegal income or occupy the company's property; Liquidation plan executed it without the confirmation of the shareholders' meeting or the people's court, causing losses to the company or creditors, and so on. 4. Companies with shareholders or other companies enjoy independent legal personality, and the prerequisite for shareholders to assume limited liability is to maintain the independence of the company. If the company's assets, personnel or finances are not separated from shareholders or other companies established by shareholders, the company will lose its independent legal personality, and creditors have reason to think that the company and shareholders or other companies are actually a company. When the company cannot bear the responsibility, the shareholders or other companies shall bear the joint and several liability. Common situations that lead to company confusion are: (1) hotchpot. For example, the shareholder's property and the company's property are not separated, the company's accounting management is chaotic, and both parties use the same account. (2) Business confusion. For example, the company is dominated or manipulated by the controlling shareholder, and its business is indistinguishable from that of other affiliated companies, so there are a lot of unfair related party transactions. (3) The family of the "couple shop" company is inseparable from the company's property; (4) A set of two brands for men and women, and one person sets up multiple companies. Each company is independent on the surface, but in fact there is no distinction between finance, personnel and assets. 5. The shareholders of a one-person company cannot prove that the company property is independent of their own property. Under normal circumstances, the shareholders of a one-person limited liability company, like those of other limited liability companies, are liable for the company's debts to the extent of their capital contribution to the company. However, due to the singleness of shareholders in one-man company and the lack of internal mutual restraint in other non-one-man limited liability companies, it is easy to produce the phenomenon of company property and shareholders' mess. The new "Company Law" not only confirms the legitimacy of a one-person limited liability company, but also gives the shareholders of a one-person limited liability company the legal obligation to prove that the company's property is independent of their own property, so as to prevent shareholders from abusing the company's independent legal personality and achieving illegal purposes in their own name. Article 64 of the new Company Law stipulates that "if the shareholders of a one-person limited liability company cannot prove that the company's property is independent of their own property, they shall be jointly and severally liable for the company's debts". According to this article, as long as the shareholders of a one-person limited liability company cannot prove that the company's property is independent of their own property, they shall be jointly and severally liable for the company's debts with all their property. 6. Improper control of the company is highly controlled by the controlling shareholder or actual controller, and the company's trading behavior, trading methods and trading prices are dominated by others. The company has no independence in personnel, property and business, and shareholders or actual controllers use this as a means to manipulate the company to seek their own interests. Under the excessive control of the above-mentioned personnel, the company has actually lost its independent legal personality. The system of disregard of corporate personality should be applied, and the controlling shareholder or actual controller should be required to bear unlimited joint liability for the debts of the original company. 7. Expose that the operating shareholders use the shell of the company to bombard the operation (when the company is in trouble, the shareholders separate the main people, money and things of the original company from the company to form a new company, and transfer the main business of the original company to the new company, which is completely "shell", but the new company actually uses the assets of the original company to operate), and the creditors can directly ask it to engage in illegal acts that harm the interests of legitimate creditors.