Definition of the Subject Scope of Company Liquidation Obligors——Starting from the Application Relationship between Civil Code and Judicial Interpretation II of Company Law

Article 70 of the Civil Code is completely consistent with the current laws and regulations, which defines the liquidation obligors of legal persons as members of executive or decision-making organs such as directors and directors. The Judicial Interpretation Ⅱ of the Company Law of the Supreme People's court stipulates that the liquidation obligors of limited companies are the whole shareholders, and the liquidation obligors of joint-stock companies are directors and controlling shareholders, which is different from this general provision. Considering that the company law is a special law, before the repeal of Judicial Interpretation II of the Company Law, it is still necessary to continue to identify the liquidation obligors in accordance with the provisions of Judicial Interpretation II of the Company Law. At the same time, considering the source of the obligations of the liquidation obligors, it is not proper for a limited company to adopt all the shareholders as the liquidation obligors, but the opportunity should be given to small and medium shareholders to prove that they have not participated in the operation and management andcould not complete the liquidation obligation, which should not be regarded as the liquidation obligor.