Legal analysis
The dissolution of a company does not mean that its legal person status will immediately disappear. During the liquidation period, the company is called the company in liquidation, also known as the liquidation legal person, and still maintains its legal person status, but the company has been deprived of the right to engage in business activities, and its functions are limited to the scope of liquidation purposes. Scholars have different views on the legal status of companies in liquidation. First, fictional ontology. It is believed that the dissolution of a company will destroy its legal personality, and the company exists only for liquidation. During the liquidation of the company, the liquidator may represent the company in litigation in the name of the liquidated company. Second, the same legal person said. It is believed that the company's legal status remains unchanged, but its rights and abilities are limited. From the time the cause of dissolution appears to the end of liquidation, the company still has the status of an independent legal person. Third, the liquidation legal person theory. It is believed that the company's subject qualification will be destroyed because of dissolution, resulting in the company's property being ownerless. In order to prevent the right vacuum, the law establishes a liquidation legal person for the purpose of company liquidation. The liquidation legal person is independent of the original company. This article provides for the adoption of the same legal person theory. That is, during the liquidation period, the company's legal person status still exists, but its ability is limited, and it can only engage in business related to liquidation and cannot carry out business activities unrelated to liquidation.
legal ground
Article 186 of the Company Law of People's Republic of China (PRC) * * * After clearing up the company's assets, preparing the balance sheet and list of assets, the liquidation group shall formulate a liquidation plan and report it to the shareholders' meeting, shareholders' meeting or people's court for confirmation. After paying the liquidation expenses, employees' wages, social insurance expenses and statutory compensation, paying the taxes owed and paying off the company's debts, the company's property shall be distributed according to the proportion of capital contribution of shareholders of a limited liability company and the proportion of shares of shareholders of a joint stock limited company. During the liquidation period, the company shall survive, but shall not carry out business activities unrelated to liquidation. The company's property shall not be distributed to shareholders before it is paid off in accordance with the provisions of the preceding paragraph.
Article 188 After the liquidation of the company, the liquidation group shall prepare a liquidation report, submit it to the shareholders' meeting, the shareholders' meeting or the people's court for confirmation, and submit it to the company registration authority to apply for cancellation of company registration and announce the termination of the company.