在市场经济发展迅速的当下，不断出现公司基于公司章程规定的或法律规定的事由而解散的情形，其中有很多为有限责任公司。部分有限责任公司严格遵循法定程序、自行组织清算后进行注销登记；但也存在部分有限责任公司不履行法律规定的清算义务，不积极成立清算组启动清算程序；更有甚者，部分公司通过使用虚假的材料到市场监督管理部门进行欺骗注销，严重损害了公司债权人的利益。若债权人债权未获清偿而此时作为债务人的公司未经清算已经注销，债权人只能通过起诉的方式维权。在现行法律对该清算义务人侵权责任规定不明确、认定不一致的情况下，债权人一般选择公司股东提起诉讼，法院一般也会认定公司股东承担清算赔偿责任。但在股东不参与公司经营或已然尽最大努力推动清算程序而未果等情况下，判决其承担清算赔偿责任有违公平原则。同时，在诉讼中，各法院对于侵权责任要件的认定、举证责任分配问题上缺乏统一标准、做法不一，不利于公司债权人债权保护及清算义务人责任承担的平衡。本文将采用实证分析法、文献研究法、案例研究法、系统抽样法等研究方法，对学者的观点进行概括分析及讨论，并通过检索关键词的方法在中国裁判文书网检索相关裁判文书并浏览归类。

  经研究，笔者认为，有限责任公司清算义务人主体应包括公司控股股东、董事、实际控制人。对于侵权行为，应由权利受损人进行初步举证，再由被告对公司已依法按期清算的事实进行举证证明；对于损害结果，应由主张赔偿的权利受损人承担举证责任；对于因果关系，权利受损人证明其债权的受损程度和证明清算义务主体有怠于履行清算义务的行为时，法院推定二者之间存在因果关系，再由被告对其债权受损与自己行为之间不存在因果关系进行抗辩；对于主观过错，推定清算义务人具有过错，其可通过举证抗辩自己不存在过错。通过讨论清算义务人主体范围及清算义务人承担责任的理论依据、举证责任分配问题来探讨如何平衡债权人利益保护和清算义务人责任承担，并通过上述讨论结果对现有制度的完善提出建议。

  In the current rapidly developing market economy, there are many reasons for dissolution of limited liability companies as stipulated in the company's articles of association or laws, for this, some companies strictly follow the legal procedures, organize the liquidation after self-organization of deregistration and end the life of the company, but there are also some companies that do not perform the liquidation obligations stipulated by law, do not actively establish a liquidation group to start the liquidation procedure, and even use false materials to the industrial and commercial registration department for fraudulent deregistration, which seriously damages the interests of the company's creditors. Creditors can apply to the court for compulsory liquidation when the company has not yet been deregistered, but in the case that the company has been deregistered without liquidation, creditors can only defend its rights by filing a lawsuit. Therefore, a new problem arises: where the law does not have clear provisions on the tort liability of the liquidation obligor and the determination is inconsistent, the creditor generally chooses the shareholders of the company to file a lawsuit, and the court will generally determine the liquidation liability of the shareholders of the company. However, in cases where shareholders do not participate in the operation of the corporate entity or have done their best to promote the liquidation procedure without success, it is contrary to the principle of fairness to judge the shareholders to bear the liquidation liability. At the same time, in litigation, each court has reached its own conclusion on the degree of determination of the elements of tort liability and the burden of proof, which does not help to strike a balance between protecting the creditor's rights of the company and the liability of the liquidator. In this paper, the author will use the empirical analysis method, literature research method, case study method and systematic sampling method to summarize, analyze and discuss the views of multiple scholars, and search for relevant judgment documents on the China Judgment Documents Network by searching for keywords, and browse and categorize them.

  After research, the author believes that the main body of liquidation obligors of a limited liability company should include the controlling shareholders, directors and actual controllers of the company. For infringement, the person whose rights have been damaged should give preliminary evidence, and then the defendant should provide evidence to prove the fact that the company has been liquidated on time in accordance with the law; As for the result of the damage, the burden of proof shall be borne by the person whose right to claim compensation is impaired; As for causation, when the injured party proves the degree of damage to its claim and proves that the subject of the liquidation obligation has failed to perform the liquidation obligation, the court presumes that there is a causal relationship between the two, and then the defendant defends that there is no causal relationship between the damage to its claim and its own conduct. For subjective fault, the liquidation obligor is presumed to be at fault, and it can defend itself not at fault by adducing evidence. By discussing the scope that should be included and excluded from the subject of liquidation obligors, the theoretical basis for liquidation obligors to bear responsibility. In addition, issues such as sharing the burden of proof, protecting the interests of creditors, and balancing the responsibilities of liquidators were also discussed, and suggestions are made on the improvement of the existing system through the above discussion results.