Case playback:
In February 5, 2005, A company and B company signed a technology transfer contract, the two sides agreed: A company will its patented C Chinese herbal medicine exclusive transfer to B, and to ensure that in 2006 before 30 June made the drug production approval, the transfer price of 9800000 yuan. As for technical reasons failed to obtain the clinical documents issued by the State Food and drug administration, the responsibility borne by the A company, A company should return all the transfer price paid within 15 days of the date to claim his rights in B company, and assume the company to B caused economic losses. After the establishment of the contract, B company to A company to pay the first phase of the technology transfer fee 1200000 yuan, A company to declare C Chinese herbal medicine expenditure 1400000 yuan for the development and. In August 20, 2008, A company, a resolution of the shareholders' meeting for dissolution of the company, and D, E, F, G, H, I, J to form a liquidation group to A company. In 2008 September, the State Food and Drug Administration Center for drug evaluation and notify the B on its website: technical review opinions of the center of the C of Chinese traditional medicine is recommended not to approve its application for registration. In October 6, 2008, the liquidation group issued a liquidation report, the remaining 66192.72 yuan property payment of company debts by the shareholders according to the proportion of investment allocation. In October 8, 2008, B received the State Food and drug administration not to approve the C traditional Chinese drugs registered Opinion Notification letter. In October 10, 2008, A company to apply for business registration procedures. In October 20, 2008, the B company that A company has the dissolution and liquidation, and in 2009 March to claim compensation for loss of D failed. In 2010 June, B company to the liquidation group company is malicious off A, request the court to order D, E, F, Geng joint compensation for the loss of 1200000 yuan and interest. D, E, F, Geng think B company shall not in the notice period for filing claims bear the adverse consequences. The liquidation group to fulfill legal obligations, should not assume liability to pay compensation, even should undertake the liability should also be limited to legal property.
Intensive analysis:
The company dissolution execution is necessary procedure eliminated the qualifications of a legal person. In order to ensure the company property disposition and the prepayment behavior credibility and legitimacy, the dissolution of the company shall be performed strictly in accordance with the conditions specified by law, order, way, otherwise it will bear the corresponding legal responsibility.
A. terminate existing transaction legal liability
Company in liquidation period to carry out operational activities not related to liquidation, the company registration authority shall issue a warning, confiscation of illegal income.
B.Legal liability of inventory of enterprise property
1, the members of the liquidation group use the terms play favouritism and commit irregularities, illegal income or possession of the property of the company, the company registration authority shall be ordered to return the company's property, confiscate the illegal income, and may impose 1 times the illegal income more than 5 times the fine.
2, limited liability company, the shareholders of the Limited by Share Ltd directors and controlling shareholders and actual controllers, in the company after the dissolution of the company, malicious disposal company property loss to the creditor, it shall bear the corresponding compensation liability for the debts of the company.
3 people partnership liquidation, liquidation affairs, illegal income or occupation of property of the partnership enterprise, shall be the income and occupation of the property back to the partnership; causes losses to the partnership or the other partners, he shall assume the liability for compensation.
4, concealment or intentional destruction shall be kept in accordance with the accounting vouchers, accounting books, financial and accounting reports, if the circumstances are serious, violated the occult, intentionally destroyed accounting vouchers, accounting books, financial and accounting reports of crime. Five years in prison or detention, or impose a single twenty thousand yuan more than two hundred thousand yuan.
C. The debt enterprise settlement of legal responsibility
1, the members of the liquidation group who intentionally or through gross negligence caused the loss to the company or creditor, it shall bear the liability for compensation.
2, the company in liquidation, not in accordance with the provisions of notice or announcement creditor, the company registration authority shall order it to make corrections, punishable by a fine of ten thousand yuan and one hundred thousand yuan for the company.
3,The execute an unconfirmed liquidation scheme causes losses to the company or the creditors, the company, shareholders or creditors claim that the members of the liquidation group shall assume the liability of compensation, the people's court shall support.
4, liquidation of partnership enterprise in violation of regulations, concealment, transfer the property of the partnership enterprise, makes any false record in its balance sheet or a list of property, or the property distribution in outstanding debt, damage the interests of creditors, shall bear the liability for compensation according to law.
5, sole proprietorship enterprises and their investors before or during the period of liquidation of occult or transfer of property, to evade debts, its property recovered in accordance with the law, and in accordance with the relevant provisions of punishment; constitute a crime, shall be investigated for criminal responsibility according to law.
6,Hide property company, enterprise liquidation,, make false entries in the balance sheet or a list of property or distribution company, enterprise assets before repaying debts, serious damage to the interests of creditors and other people, violating the interference of the accounts settlement. The directly responsible persons in charge and other persons directly responsible, five years in prison or detention, or impose a single twenty thousand yuan more than two hundred thousand yuan.
D. distribution of legal liability of surplus property
If at the time of liquidation, the company conceals property, makes false entries in the balance sheet or property or property of the company in the distribution list before repaying its debts, the company registration authority shall order it to make corrections, of the company be hidden property or the distribution of fine company assets amount to more than five percent and less than ten percent of the outstanding debts; impose a fine of ten thousand yuan of above one hundred thousand yuan on the person directly in charge and other persons directly responsible.
In this case, because the C of new drugs of traditional Chinese medicine can not obtain the State Food and Drug Administration clinical approval, shall bear the liability for breach of A company, B company 1200000 yuan refund and compensate for the losses. Due to the technology transfer contract has not been fulfilled, the liquidation group shall continue to perform the contract is still lift to make treatment, but failed to perform their duties, fails to notify the Ji Chuan, also cannot prove the debtor-creditor relationship carried out in accordance with the law, belongs to the intentional misconduct or gross negligence, resulting in B company to suffer losses, together. Infringement, should bear joint and several liability according to law. B has the right to select all creditor debtor or part of the debtor, the responsibility. B to D, E, F, Geng claim compensation is the members of the liquidation group shall bear joint and several liability based on, but not based on the A is the company's shareholders. The members of the liquidation group responsibilities for creditors suffered losses, but not limited to the shareholders in the remaining property after liquidation of the share.
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