Case playback:

　　A Co. Ltd. was established in 2004 August, B, C, D shares accounted for 48.77%, 26.84%, 24.39%, the legal representative for C. In 2006 August, B, C, D shares accounted for the proportion of 52.75%, 31.5%, 15.75% of change, but change the only shareholder investment agreement, signed by D C. In January 17, 2007, B, C, D, apply to the registration authority for cancellation of the registration of company A. Liquidation report signed by the members of liquidation team at the B, C, D signature. In January 19, 2007, A, the first session of the second resolutions of the shareholders' meeting agreed to cancel A company and the liquidation report. To be signed by the shareholders at the B, C, D signature. In January 20, 2007, the Administration for Industry and Commerce approved A, cancellation of registration (for the record). In 2009 August, B does not recognize the shareholder agreement to change, a liquidation report and registration application signed by belongs to forge, requesting the Court confirmed A company liquidation report, liquidation and cancellation of the enterprise act is invalid. C argues that, since the company registration and cancellation period, all the resolutions we used the telephone communication, we should all documents signed by B, which I have not been signed. In making the dissolution of a company before the resolution, C, D and B have already had a telephone communication, and made the B agreed and authorized, request rejected B's claim.

　　Intensive analysis:

　　Enterprise liquidation system is the guarantee to fully protect the interests of investors and creditors, beneficial to shareholders and creditors in the enterprise after the dissolution of F may face the business risk has a certain predictability, and fully prepared for. But the enterprise is dissolved after execution, only through legal channels to withdraw from the market, in order to produce legal effects of dissolution. Otherwise it will increase business risk, resulting in social economic order in the chaos, subjected to the corresponding legal sanctions.

　　A.Liquidation responsibility report

　　1, the liquidation group fails to submit a liquidation report to the company registration authority, or the liquidation report conceals important facts or major omissions, the company registration authority shall order it to make corrections.

　　2, the liquidator partnership not to submit the liquidation report to the enterprise registration organ, or the liquidation report submitted conceals important facts, or major omissions, the enterprise registration organ shall order it to correct. The resulting costs and losses, the liquidation shall bear the compensation.

　　B. cancellation of registration of legal responsibility

　　1, the company without liquidation for cancellation of registration, resulting in the company liquidation unable to be conducted, limited liability company, the shareholders of the Limited by Share Ltd directors and controlling shareholders and actual controllers of the company, for the debts of the company shall bear the repayment liability.

　　2, limited liability company, the shareholders of the Limited by Share Ltd directors and controlling shareholders and actual controllers of the company, the company without liquidation according to law, the liquidation report to false by the company registration authority for cancellation of the registration of the legal person, shall bear the corresponding compensation liability for the debts of the company.

　　3, the company without liquidation according to law for cancellation of registration, the shareholders or the third person in the company registration authority for cancellation of registration to bear the liability for the debts of the company, it shall bear the corresponding civil liabilities for the debts of the company.

　　In this case, the liquidation group established A company without the knowledge of the shareholders of B in case of the liquidation shall not be deemed as a legitimate and effective. The liquidation report, the first session of the second resolutions of the shareholders' meeting and the cancellation of registration "B" signature is not what I signed, the signature of B is not recognized, therefore, by the liquidation liquidation group produced by A company liquidation report and the implementation of the company is invalid. On the basis of the void and invalid liquidation liquidation report the implementation of the cancellation of the enterprise behavior should also be invalid.

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