According to the provisions of civil law, there are generally only two ways for partners to get back their investment funds: one is to withdraw from the partnership based on the request of irregular partnership; Second, based on the other party's fundamental breach of contract, it is required to terminate the partnership agreement. In the end, both methods need to face a problem: liquidation.
Many courts believe that the partnership must be liquidated when it is terminated. Find out the profit and loss of the partnership through liquidation, then evaluate the partnership property, and finally determine how much property should be returned to the investors. If liquidation is not possible, or both parties do not agree to liquidation, it may be difficult for the court to support the investor's request to return the investment funds at this time.
However, if the partner in charge of operation and management runs away, the liquidation cannot be completed, and forced liquidation is tantamount to entering a dead end. At this time, we must seek a new idea-liquidation responsibility.
Liquidation liability refers to the civil liability that the liquidation obligor should bear because of compulsory performance of liquidation obligation after the dissolution of the company without liquidation according to legal procedures and deadlines. See Articles 18 and 23 of Provisions of the Supreme People's Court on Several Issues Concerning the Application of the Company Law of People's Republic of China (PRC) (II) for relevant provisions:
Article 23 If a member of the liquidation group violates laws, administrative regulations or the company's articles of association when performing liquidation affairs and causes losses to the company or creditors, the people's court shall support him according to law.
If a shareholder of a limited liability company or a shareholder of a joint stock limited company holding more than 1% of the company's shares individually or collectively for more than 180 consecutive days brings a lawsuit to the people's court on the grounds that a member of the liquidation team has committed the acts mentioned in the preceding paragraph in accordance with the provisions of the third paragraph of Article 151 of the Company Law, the people's court shall accept it.
The company has been liquidated and cancelled, and the people's court shall accept the above-mentioned shareholders who refer to the provisions of the third paragraph of Article 151 of the Company Law, take the members of the liquidation team as defendants and other shareholders as third parties, and directly file a lawsuit in the people's court.
China is a written law country. When the law does not expressly stipulate the liability of partnership liquidation, we can refer to similar legal provisions. Although the partnership is not a company, the significance of liquidation and the responsibility for liquidation failure are consistent in jurisprudence. If the partnership cannot be liquidated due to the inaction or disorderly actions of the actually controlled partners in the partnership, it shall bear adverse consequences.