One of the conditions that parties must meet when filing a lawsuit or applying for arbitration is that there is a clear defendant or respondent, and the defendant or respondent should be a natural or existing legal person in reality. A natural person who dies or a legal person who has been deregistered shall have their civil litigation capacity terminated and shall not be eligible as a defendant or respondent.

Chapter III of the Civil code clearly stipulates the legal person system. A legal person refers to an organization that has the capacity for civil rights and civil conduct and independently enjoys civil rights and assumes civil obligations according to law. A company is a type of legal person, and its establishment, change, and elimination require legal procedures. Except for mergers and divisions that result in the dissolution of the company, the company should undergo liquidation. The purpose of liquidation is to settle all unfinished business, terminate labor relations, and pay off corresponding debts. If the company still has surplus property, the remaining property of the company should be distributed. Although there are strict procedural requirements for the liquidation and cancellation of companies in our country, in real life, in addition to legal liquidation, there are also illegal liquidation, that is, the company is cancelled without liquidation in accordance with legal procedures. In practice, there are often occurrences such as failure to fulfill or effectively fulfill the obligation to inform, intentional concealment of account books and transfer of assets by liquidators, and the application for cancellation of fake liquidation reports. Article 64 of the Interpretation of the Supreme Court of the People's Republic of China on the Application of the Civil Procedure Law of the China (2022 Amendment) states that if an enterprise legal person is dissolved, it shall be the party before liquidation and cancellation according to law; If the enterprise is deregistered without legal liquidation, the shareholders, initiators, or contributors of the enterprise legal person shall be the parties involved.

According to this, when the enterprise is deregistered, if the liquidation subject or a third party promises to be responsible for the remaining debts and debts after the enterprise is deregistered in the industrial and commercial administration department, the creditor may make a commitment to the liquidation subject or third party as the defendant or respondent. In this case, two shareholders of the deregistered enterprise made relevant commitments to the deregistration registration authority in the form of the "Simple Cancellation of All Investors Commitment Letter", so these two shareholders should be eligible parties to this case.

The relativity of a contract, as the most fundamental feature of a contract, means that the contract can only bind both parties, and the terms of the contract are the result of the autonomy of the parties' will. No one is bound by the conclusion of a contract by others. With the development of society, the relativity of contracts has been constantly broken through. The typical examples are the preservation of creditor's rights, contracts involving others, contracts performed by or to a third person, Although foreign scholars believe that "Privity of contract restricts economic development and is not conducive to the protection of the third party," most countries, including China, still adhere to the characteristics of contract relativity.

The first view is that during the existence period of a company, arbitration clauses are stipulated in contracts with creditors. When the company is deregistered, regardless of whether it is legal or not, it cannot bind shareholders because the company, as a legal person, has corresponding civil capacity and shareholders are not the opposite parties to the contract. Shareholders and the company have a coexisting relationship, so their arbitration clauses cannot bind shareholders who need to bear responsibility.

The second viewpoint is that it is necessary to distinguish whether the debts and debts borne by shareholders are generally borne or generated by legal provisions. This viewpoint holds that if a shareholder inherits the company's creditor's rights and debts through the distribution of surplus assets during the liquidation of the company, then the shareholder must be bound by the corresponding contract when accepting or accepting the corresponding creditor's rights or debts. At this time, the arbitration agreement is binding on the successor. However, if the shareholder assumes the debt due to legal provisions, then the shareholder has not inherited any agreement at this time, and it should not be considered that the basis for the debt relationship, such as the arbitration clause in the agreement, is also effective for the shareholder. This is to distinguish them into two types: "intended type" and "legal type".

In the precedents of Chinese courts, the second viewpoint is held that when there is a situation of succession, shareholders can be considered to be bound by the arbitration agreement. Conversely, in cases where shareholders are required by law to bear responsibility, shareholders are not bound by the arbitration agreement. However, it is worth noting that in the case where the Shanghai Intermediate People's Court revoked the Shanghai Arbitration Commission, the Shanghai Arbitration Commission deemed it to have jurisdiction and accepted the creditor's arbitration application. Therefore, it can be seen that the views of the arbitration commission may contradict those of the court.

We believe that distinguishing whether shareholders are bound by arbitration agreements should be based on the type of debt. The creditor's rights after the dissolution of the company are divided into: confirmed creditor's rights and suspense creditor's rights, among which suspense creditor's rights are divided into disputed creditor's rights, omitted creditor's rights, contingent creditor's rights, and unverifiable creditor's rights. For the determination of creditor's rights, which were already determined before the dissolution of the company, there is no dispute over the establishment or amount of the creditor's rights. Often, the creditor may have obtained the corresponding judgment or award. In this case, the creditor can be granted the right to sue the shareholders who should bear the rights through arbitration, because at this time, the creditor's rights dispute is no longer present. This not only saves judicial resources, but also in the case of a final judgment, Creditors also do not need to expend too much energy. In the case of suspenseful claims, it is necessary to confirm the claims, and the issues involved are often complex. It is likely that a single final judgment may not guarantee the shareholder's rights.