论国家出资企业所出资企业解散清算中的几个问题

Issues of Dissolving and Liquidation of Enterprise invested By the State-owned Enterprise

The problems in the dissolving and liquidation of state-invested enterprises are related to the actual operating condition of the management system of state-owned assets. Local government usually treats state-invested enterprise and its invested enterprise as enterprise group for the management. Same like state-invested enterprises, if the dissolving and liquidation of the enterprise invested by state-invested enterprise is led by the local government, the process of dissolving and liquidation actually is the realization of government's micro economic management function. It follows the operation logic of public power, but departs from the operation of private laws. And it also ignores the enterprise as well as its creditors, stakeholders and the interests of shareholders. Legality and Legitimacy of this kind of dissolving and liquidation should be questioned. 国家出资企业所出资企业解散清算中所遇到的问题与企业国有资产管理体制的实际运行状态有关，地方政府常常是把国家出资企业与国家出资企业所出资企业作为企业集团整体来管理的。同国家出资企业一样，国家出资企业所出资企业解散清算程序如果由地方政府所主导，解散清算过程其实就是政府微观经济管理职能的实现过程，遵循公权力的运行逻辑，偏离私法的运行轨迹，忽视了企业的主体性，漠视了企业债权人、利害关系人、股东的正当权益，解散清算行为的合法性、正当性应受质疑。