Liquidation liability of minority shareholders in a limited company

Subjects: Management Science >> Other Disciplines of Management Science submitted time 2022-11-21 Cooperative journals: 《Modern Law Research》

Ying Li

Abstract： In order to prevent and defuse corporate debt risks, standardize the withdrawal mechanism of market subjects, and maintain the market operation order, it is necessary to establish a good company liquidation obligor system, and properly balance the interests of different subjects such as companies, minority shareholders and creditors.However, Article 70 of the General Provisions of the Civil Code has relatively general provisions on the liquidation obligations of minority shareholders, which are different from the relevant provisions of the Judicial Interpretation of the Company Law II, resulting in differences in how to coordinate the judgments of the two in practice.The theoretical circle has great differences on whether to list minority shareholders as liquidation agents, which are roughly divided into "affirmative" and "negative".Minority shareholders shall be listed as liquidation agents, but a more palliative path may be adopted, that is, to endow them with defense reasons and exempt the minority shareholders from liquidation liability under certain conditions.

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