Case playback:
In 2002 August, A company and the local government signed an agreement to acquire 20 hectares of state-owned land. Subsequently, A company and B company signed a joint agreement of the state-owned land expropriation. In 2003 February, both sides to pay 640000 yuan of land use tax, made the land use right and equal division. In 2006 July, this piece of land and building by the people's Government requisition, demolition compensation structures to A, B of their ownership, and land acquisition compensation costs 1109821 yuan, B only 320000 yuan, the company occupied by A. In 2008 December, A company is approved by the Department of industry and Commerce shall revoke the shareholders of the company, A C, D is not a liquidation. In 2010 August, B company requested the court to order the A company to pay compensation of 234910.50 yuan, C, D of A company, the payables jointly and severally liability. A, C, D thinks, only to the transfer of land use rights, AB common state land acquisition agreement is invalid. A's acquisition of the block of state-owned land use rights did not change to B company, A company is the land requisition compensation only legal assignee.
Intensive analysis:
After the emergence of causes for dissolution, in order to node enterprises as legal relationship main body of civil activities, make the enterprise legal person qualification to destroy the liquidation group shall be established as soon as possible, the enterprise liquidation disposition of the assets of the enterprise, and take effective measures to maintain the lawful rights and interests of enterprises, and properly handle the aftermath, liquidation cancellation as early as possible. Lazy liquidation, liquidation and escape without liquidation direct cancellation not clearing behavior not only can not solve the problem, but will leave sequela. Such as, limited liability company, the shareholders of the Limited by Share Ltd directors and controlling shareholders is not established within the statutory time limit, the liquidation group began clearing, resulting in the company property depreciation, loss, damage or loss, which resulted in the liability for the debts of the company within the scope of losses. Limited liability company, the shareholders of Limited by Share Ltd's directors and controlling shareholders failed to perform its obligations, resulting in major property company, books, and other important documents of the loss, the liquidation unable to be conducted, it shall bear joint and several liability for the debts of the company. The situation of the actual controller, the actual controller for the debts of the company shall bear corresponding civil liability; not in accordance with the provisions of the partnership enterprise name list of liquidators for archival filing, the enterprise registration organ shall order the deadline for; failure to comply with the, 2000 yuan fine.
In this case, the joint venture acquisition agreement, B, A, is the true meaning of the parties to reflect, and its content is not detrimental to the public interests of the society, shall be as valid contract. In view of the fact that both parties agree to the same obligations of capital contribution, enjoy the corresponding land use rights in the contract, the relocation compensation expenses shall be borne by both parties equal share. That company A should also be returned to B of land expropriation compensation funds 234910.50 yuan. In 2008 December, A company revoked business license shall set up a liquidation group. A company fails to set up a liquidation group, is idle to perform the obligations of liquidation, the creditor may apply to the people's court B, designate relevant persons to form a liquidation group. A is unable to liquidation, company B can asked its shareholders to bear joint and several liability to creditor's rights.
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