论公司注销后遗留债务争议解决的股东担责

The Shareholders’ Taking Liability for the Settlement of the Dispute about the Remaining Debts after the Cancellation of the Company

摘要: 公司的债权债务纠纷应当在公司注销之前就已经全部被解决，但由于种种原因，实践中公司注销之后又浮现遗留债务的情况并不少见。债权人有理由将原公司股东作为遗留债务承担的首要指向对象，股东有义务对遗留债务进行责任承担。借鉴某些国家或地区已有的相关规定，我国对遗留债务的处理可以因地制宜进行完善，诸如构建公司账册文件保管制度、公司诉讼主体资格限期保留制度等，以使遗留债务的股东承担更具可行性。

Abstract: The company’s creditor’s rights and debt disputes should have been fully resolved when the company is canceled, but due to various reasons, in prac-tice, it is not uncommonly for the remaining debts to emerge after the company is canceled. Credi-tors have reason to take the original shareholders of the company as the primary object of the re-maining debts, and the shareholders are obliged to assume the liability for the remaining debts. According to the existing laws and relevant regulations in some other countries and regions, it is able to improve the handling of remaining debts that are suitable for Chinese national conditions, such as construction the custody system of company account books and the retention system of the qualification of company litigation subject within a time limit, so as to make it more feasible for shareholders to bear the remaining debts.