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Does the shareholder of a joint stock limited company have to bear the debt

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Does the shareholder of a joint stock limited company have to bear the debt


        

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  • 2024-06-06 05:01:40

    The shareholders of a joint stock limited company need not bear the debts.

    In a limited company, once the shareholders have completed the obligation of capital contribution, the company's debts should be borne by the company independently, and the shareholders only bear limited liability to the company with their own subscribed shares. However, in some cases, shareholders of limited companies also need to be responsible for the company's debts.

    1. If the registered capital of the company is not in place, or if the registered capital is insufficient (false contribution), or the registered capital is falsely reported, if the actually in place registered capital does not meet the minimum standard requirements of the Company Law on the registered capital of the company, and the legal personality of the company cannot be produced legally (the company's legal personality is denied), the shareholders shall bear joint and several liability for repayment.

    2. If the shareholder withdraws the company's assets, resulting in the company's insufficient ability to perform the contract, he shall bear joint and several liability for paying off the company's debts within the scope of withdrawing the company's assets.

    3. If there is only one substantial shareholder of the company, and the other shareholders are only nominal shareholders or virtual shareholders, the substantial shareholders of the company shall bear unlimited liability for the debts of the company, and the nominal shareholders shall bear compensation liability for the debts of the company.

    4. For a sole proprietorship enterprise which is called a limited liability company but is actually a natural person, the owner of the enterprise shall bear unlimited liability for the debts of the company. If a limited liability company has one shareholder due to equity transfer, and has neither absorbed new shareholders nor registered the change of enterprise nature within 6 months, the shareholder shall bear unlimited liability for the company's debts.

    5. The following circumstances make it difficult to distinguish between the company and its shareholders or between the company and other companies, and the controlling shareholders are jointly and severally liable for the company's debts;

    (1) There is no distinction between the interests of the Company and those of shareholders, resulting in serious confusion between the financial accounts of both parties;

    (2) The funds of the Company and its shareholders are mixed, and they continue to use the same account;

    (3) The business between the Company and its shareholders is continuously confused, and the specific transaction behavior, transaction mode and transaction price are dominated or manipulated by the same controlling shareholder.

    Controlling shareholders refer to the shareholders who actually participate in the operation and management of the company and can exert influence on the main decision-making activities of the company; The controlling shareholders may be shareholders holding majority shares, but not limited to shareholders holding majority shares

    6. If the assets of shareholders are mixed with the assets of the company, and the business of shareholders is mixed with the business of the company (connected transactions), the personality of the company will be absorbed by shareholders and will no longer be independent, and shareholders should bear unlimited joint and several liability for paying off the debts of the company.

    [Legal Basis]

    Article 3 of the Company Law of the People's Republic of China states that a company is an enterprise legal person, has independent legal person property and enjoys legal person property rights. The Company shall be liable for its debts with all its assets.

    The shareholders of a limited liability company shall be liable to the company to the extent of their subscribed capital contributions; The shareholders of a joint stock limited company shall be liable to the company to the extent of the shares they have subscribed for.

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