The company is the most active "cell" as the market，Not only problems of creation and operation，It will also face the exit of the market after the survival of the fittest。For the division of labor in the department，The company's "Clear" task is completed by the "Company Law" and "Bankruptcy Law"，Breeding for whether the cause of bankruptcy occurs。Since 2015，To effectively resolve excess capacity，Enhance the core competitiveness of the industry，Optimize resource allocation efficiency，The cleanup of "Zombie Company" has become an important economic work。For this，"Company Law (Draft Draft)" (three review drafts) specifically added simple cancellation and mandatory cancellation clauses。But，Its legislative logic and practical effects are still worth viewing thinking。

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"Company Law (Draft Revised)" (three review drafts) Article 240 stipulates the simple cancellation system: "The company does not generate debts during the existence period，or all the debt has been settled，promised by all shareholders，You can cancel the company registration through a simple program。Logging out the company registration through a simple program，It should be announced through a unified corporate information publicity system，The announcement period is not less than 20 days。After the announcement period expires，Without objection，The company can apply to the company's registration authority for canceling the company's registration。The company cancels the company's registration through a simple program，Shareholders are promised to be false Bet365 app download for the content stipulated in the first paragraph of this article，It shall bear the liability of the debt before cancellation of the registration。"The question of simple cancellation clauses is: one，Companies that have not generated debts or have settled all debt, specialize in the so -called simple cancellation channel，Whether it is really necessary; the second，Crossing the original clear and clear form liquidation，Requires shareholders to promise or even assume joint responsibility，Whether there is the basic principle of independence of the company's property rights and shareholders limited liability;，Both "simple" program，Under the background of the shareholders' commitment guarantee，​​Is it necessary for the creditor's objection mechanism。

"Company Law (Draft Draft)" (three review drafts) Article 241 stipulates the mandatory cancellation system: "The company was revoked business license、Order to close or be revoked，If you have not cleared for three years，The company's registration authority can announce it through a unified corporate information publicity system，The announcement period is not less than 60 days。After the announcement period expires，Without objection，Company registration authority can cancel the company's registration。Logged out the company registered by the company in accordance with the provisions of the preceding paragraph，Original company shareholders、The responsibility of the liquidation obligation is not affected。"" Mandatory cancellation system is widely concerned in the revision of the "Company Law"，It is considered to be a weapon for cleaning up the "zombie company"。However, there is the following problems to be scrutinized for this clause: one，"Nothing to sell" is contrary to the general jurisprudence of the legal person's exit，Its necessity and legitimacy need to be bet365 Play online games further proved;， "Original shareholders、The responsibility of the liquidation obligor is not affected "，refers to the responsibility that it is unable to liquidate in time is still the liability for property，If it is the latter，There is also the risk of breaking limited liability;，Forced cancellation，Shareholders and liquidation obligations must be absent，If the registration authority is directly promoted and canceled，Leave only right to objection to creditors，It is inevitable that there is a suspect that excessive reliance on public power。

　　Where does the special clear clause come 

Questions about why simply cancel and coercive cancellations，Legal description specifically mentioned，"Depending on Local Practice"。Since 2015, Shanghai、Jiangsu Yan City、Ningbo City, Zhejiang、Shenzhen and other regions start pilot simply canceling，The scope of the pilot scope of 2018 expanded to 27 regions in 17 provinces，In 2021。Simple cancellation scope in local practice is the idealized market entity of idealization or debt -free debt，There is no object of liquidation，It is just an incentive to the application for the cancellation of the parties，Not fundamentally relieved the "dammed lake" dilemma that the company's market exited。

Forced cancellation of pilots in Ruian City, Wenzhou, Zhejiang since 2017，Promotion in Zhejiang Province in 2019，Further confirmed in the standardized documents formulated by the National Development and Reform Commission and some provincial and municipal Development and Reform Commission in 2020。The "initial heart" of mandatory cancellation is the problem of dealing with the company's "revoking unlicensed" problem，The mandatory cancellation in local practice has changed the first liquidation、The general process that was canceled later，However, Bet365 lotto review the company's liability is not exempted from the company's liability after the cancellation is completed with administrative force。There is a contradiction here: what kind of name after canceling the company to perform liquidation，If the "name" is still，What is the cancellation of in the special disposal procedure。Perhaps because of this，"Company Law (Draft Draft)" (three review drafts) use another idea，is the original shareholder、Liability of liquidation obligations to replace liquidation compensation。

Actually，In addition to the mandatory cancellation，There are also substitution cancellation and promise cancellation in local practice，Although they all appear in the name of "cancellation"，But it does not lead to the elimination of the subject，Instead, it becomes a front program for liquidation。In addition to the simple cancellation of the idealized conditions，Other so -called "cancellation" is just promoting liquidation、Try to solve "calculate"，It cannot solve the problem that the "zombie company" and "three non -companies" cannot be "counted" in practice。From this view，Earlier practice did not solve the substantial problem，and "Company Law (Draft Revised Draft)" (three review drafts) "not selling" ideas is too advanced，To be discussed。

　How to build a special clear clause of the company 

As mentioned earlier，"Not selling" is facing the theoretical and practical question，And this article is on the issue of constructing the special clear clause of the company，Suggestion is as follows。

First，The cause of "Zombie Company" can be differentiated for differentiation。Generally believed，"Company Law (Draft Draft)" (three review drafts) in the (three review drafts) is to meet the needs of cleaning up the "zombie Bet365 app download company"。"Zombie Company" was proposed by economist Edward J. Kane，refers to those hopeless restoration of anger，But due to the support of the lenders or the government, it is exempted from liability companies。The "zombie company" in my country's market context mainly refers to those high debt、Operation difference，Companies that hinder the improvement of state -owned capital allocation and operating efficiency，Factors that obstruct their exit are existing in the name of state -owned investors、Voucher materials are difficult to find after years、Legal factors such as the expires of the time -effective expirement of debt litigation，There is also protectionism、Methods such as maintaining stability thinking。"Zombie Company" for different causes，Improvement of the cancellation efficiency and solving the liquidation obstacles are two different value appeals，It is advisable to take different legal disposal methods。

2，To improve the cancellation efficiency，"Company Law" can be under the premise of fully maintaining shareholders' limited liability，Optimized related procedures。When the company does not generate debt and debt or has settled the debt and debt，You can send a liquidation from the liquidation obligation、Announcement of cancellation of unity，No one declares claims in the current period，You can directly realize "simple cancellation"，After the cancellation, the original shareholder will not bear the guarantee liability。During the announcement period, there is a claim for declaration，The general liquidation program is applicable。

third，To exclude liquidation obstacles，Need to penetrate the "Company Law" and "Bankruptcy Law"，Make a targeted institutional arrangement。In the current bet365 Play online games compulsory cancellation rules，"A revocation business license、Ordering or being revoked "is narrow;" the unprepared clearing of three years "has mixed the subjective obstacles and objective obstacles of liquidation; It is contrary to basic law，Delete。When there is a liquidated subjective obstacle，Company Law may specify that the person with the interest to apply to the court for a specified or replacing the liquidation group，Even professional institutions act as managers，Promote liquidation with efficient and fairly and fairly。In addition，It is also necessary to focus on eliminating the impact of protectionism and maintaining stability，Evaluate whether to liquidate according to law and marketization、How to clear the decision。When there is an objective obstacle to liquidation，The special clearing method of "zombie company" that can be invested by the state contributed or participated in the "zombie company" can be used。Activity can be added in the special provisions of the "Company Law" on the national funding company -when the national investor's home or higher government believes that it is necessary，The investor or a specially established fund replaced the "zombie company" to dispose of debt and debt。At this time，Allow "Zombie Company"，Reluct it out of the liquidation procedure of the bankruptcy method。

Speaking，Legal solutions to solve the problem of clearing problems of the company's clearing problems。Dilemma of distinguishing liquidation and cancellation，Some targetedly resolve subjective、Objective obstacles，Principles of maintaining legal person property independence and shareholders limited liability，It is the deserved meaning of the revision of the "Company Law"。

　　(The author is a professor at the School of Economics and Law of East China University of Political Science and Law)