Liquidation liability of minority shareholders in a limited company Abstract

Abstract

In order to prevent and defuse corporate debt risks, standardize the withdrawal mechanism of mar- ket 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 share - holders 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 en - dow them with defense reasons and exempt the minority shareholders from liquidation liability under certain conditions.