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审判实务中,由于公司清算义务的不履行以及清算行为的瑕疵而产生各种清算责任。由于清算事由不同,清算责任的表现形式和责任范围也有很大差异。本文旨在探讨公司清算责任的各种表现形式及成立要件,以求为审判实务中准确认定公司清算责任的承担提供思路。公司清算责任有狭义与广义之分。从狭义上看,清算责任指清算义务主体在公司解散后,未依照法定程序和期限实施清算而应承担的强制履行清算义务的民事责任。从广义上看,清算责任指在公司清算之前、在清算过程中以及出现虚假清算时,因未履行清算义务或者清算行为存在瑕疵而承担的履行义务、赔偿损失以及其它给付等各种形式的民事责任。本文探讨的公司清算责任是广义上的公司清算责任。
In the trial practice, various liquidation responsibilities arise due to the non-performance of the company’s liquidation obligations and the defects of the liquidation activities. Due to the different liquidation matters, the liquidation responsibilities also have very different forms and responsibilities. The purpose of this paper is to explore various manifestations of the liquidation responsibilities of the company and the requirements for its establishment in order to provide ideas for the accurate determination of the liquidation liability of the company in the trial practice. The liquidation of the company has a narrow and broad sense of responsibility. In a narrow sense, the liquidation liability refers to the civil liability of the liquidation obligator to perform the obligatory liquidation obligations that should be borne by the subject of liquidation obligations after the dissolution of the company without performing the liquidation according to legal procedures and deadlines. In a broad sense, the responsibility of liquidation refers to various forms of civil liability such as performance of obligations, compensation for damages and other disbursements undertaken before the liquidation of a company, in the process of liquidation and in the event of a false liquidation, because of failure to perform the liquidation obligations or the existence of defects in the liquidation behavior responsibility. The corporate liquidation liability discussed in this paper is the corporate liquidation liability in a broad sense.