公司法司法解释二，企业破产法第18条释义

公司申请破产，管理人经过调查认为公司不能清偿到期债务，无财产清偿债务，应当依法宣告破产，经人民法院同意终结破产程序，后债权人因债权不能得到清偿主张按照公司法司法解释二第十八条的规定，要求全体股东对债务承担连带责任能得到支持吗？

Where a company applies for bankruptcy, the administrator, after investigation, believes that the company is unable to pay off its debts when they are due and that it has no property to do so, shall declare bankruptcy in accordance with the law. After the people's court agrees to terminate the bankruptcy proceedings, can the claim that the post-creditor cannot be paid off due to the creditor's rights be supported by the requirement that all shareholders bear joint and several liability for the debts in accordance with the provisions of Article 18 of the Company Law Judicial Interpretation II?

《公司法解释（二）》第18条第二款规定内容为： 有限责任公司的股东、股份有限公司的董事和控股股东因怠于履行义务，导致公司主要财产、账册、重要文件等灭失，无法进行清算，债权人主张其对公司债务承担连带清偿责任的，人民法院应依法予以支持。

Paragraph 2 of Article 18 of the Company Law Interpretation (II) reads as follows: the shareholders of a limited liability company, the directors of a joint stock limited company and the controlling shareholders of the company fail to perform their obligations due to negligence. Where the main property, account books and important documents of the company are destroyed and liquidation is impossible, and the creditors claim that the company shall bear joint and several liability for paying off the debts, the people's court shall support the claim according to law.
该条规定了股东等清算义务人未依法启动清算程序导致公司未清算或者无法进行清算时，应对公司债权人承担的赔偿责任。

The Article stipulates that the shareholders and other liquidation obligors shall be liable for compensation to the creditors of the company if they fail to initiate liquidation procedures in accordance with the law and cause the company to fail to liquidate or fail to carry out liquidation.

但是公司法司法解释（二）第十八条第二款规定仅适用于公司解散清算情形，不适用于终结破产后的情形，因此债权人按照该法律规定主张全体股东对债务承担连带责任无法得到支持，属于适用法律错误。

However, the provisions of Paragraph 2 of Article 18 of the Judicial Interpretation II on the Company Law are only applicable to the dissolution and liquidation of a company. It is not applicable to the post-bankruptcy situation. Therefore, it is wrong to apply the law to the creditor's claim for joint and several liability of all shareholders.

你了解了吗？

Do you understand?