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引言近年来,接二连三的公司清盘消息,如无边落木萧萧而下。消息背后,涉及许多财产损益问题及有关法律问题,影响中港两地经济正常运作。公司清盘,是指依法定程序结束无力偿债的公司。对无力偿债又缺乏资金来源的公司来说,申请公司清盘可谓避无可避,但宣告公司清盘又会令债权人蒙受巨额损失。如何平衡债权人、公司股东、公司员工以及与公司有商业交往的第三者之间的利益,中港两地工商界及法律界皆甚为关注。公司清盘法例的目的是多方面的:首先,是结束无力偿债公司的商业运作,保障社会公众利益;其次,是公平合理、有秩序地处理无力偿债公司的财务事宜;第三,是防止存心不良者利用公司清盘避债,即反公司清盘避债。本文旨在与广大读者共同探讨公司清盘法例的第三个目的,反公司清盘避债,即如何防止存心不良者利用公司清盘避债。同时,本文亦会探讨如何监督清盘程式的进行,以及如何最大限度地防止清盘权利被滥用。
Introduction In recent years, one after another of the company liquidation news, such as endless wood rustling down. Behind the news, it involves many problems concerning property gains and losses and related legal issues, affecting the normal operation of the economy in both Hong Kong and Mainland. Winding-up of a company means the insolvent company that ends its legal process. For a company that is insolvent and has a lack of funding sources, the winding up of an application company can be described as inevitable but declaring a winding up of the company can result in a huge loss to creditors. How to balance the interests of creditors, corporate shareholders, employees and third parties who have business dealings with the company is of great concern to both business and legal circles in Hong Kong and Hong Kong. The purpose of the liquidation legislation of the company is multifaceted. Firstly, it is to end the commercial operation of the insolvent company so as to protect public interests. Secondly, it is to deal with the financial affairs of insolvent companies in a fair, reasonable and orderly manner. Thirdly, Poor people use company liquidation to avoid debt, that anti-corporate liquidation to avoid debt. The purpose of this article is to discuss with readers the third purpose of winding up the company and to prevent companies from winding up and avoiding their debts. At the same time, this article will also explore how to supervise the liquidation process and how to prevent abusive liquidation to the maximum extent possible.