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Need. But it also depends.
Under normal circumstances, shareholders do not need to bear the company's debts after paying the capital contribution in full, and the company is liable for its debts with all its assets. According to Article 3 of the Company Law, a company is an enterprise legal person with independent legal person property and enjoys the property rights of a legal person. The company is liable for the debts of the company with all its property.
The shareholders of a company with limited liability shall be liable to the company to the extent of their subscribed capital contributions, and the shareholders of the shares shall be liable to the company to the extent of the shares they subscribe.
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Legal analysis: In ****, once the shareholders have completed the obligation to make capital contributions, 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, the **** shareholders also need to be held liable for the company's debts.
Legal basis: Article 3 of the Company Law of the People's Republic of China is an enterprise legal person, with independent legal person property and legal person property rights. The company is liable for the debts of the company with all its property.
The shareholders of a limited liability company are liable to the company to the extent of their subscribed capital contributions; The shareholders of the shares are liable to the company to the extent of the shares they subscribe.
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Legal analysis: The company has an independent legal personality and is independently liable for the company's debts with all the property it owns. The personality of shareholders is independent of the personality of the company, and shareholders are not legally liable for the company's debts in principle.
Under certain special circumstances, the shareholders of the company may be liable for the repayment of the company's debts:1Where a shareholder of a company abuses the independent status of the company's legal person and the limited liability of shareholders to evade debts and seriously harm the interests of the company's creditors, they shall be jointly and severally liable for the company's debts.
2.If the shareholders of a one-person limited liability company cannot prove that the company's property is independent of the shareholder's own property, they shall be jointly and severally liable for the company's debts. 3.
If the shareholder violates the capital contribution obligation, including failure to fulfill the capital contribution obligation, failure to fully fulfill the capital contribution obligation, withdrawal of capital contribution, etc. 4.If the shareholders fail to perform their duties in accordance with the law at the time of liquidation of the company, they may bear a certain amount of hidden legal liability for the company's debts.
5.Shareholders provide guarantees for the company's debts, and when the company fails to perform its debts, the creditors of the company have the right to require the company's shareholders to bear the corresponding guarantee liability.
Legal basis: Article 22 of the Provisions of the Supreme People's Court on Several Issues Concerning the Application of the Company Law of the People's Republic of China (II) When a company is dissolved, the capital contributions that have not been paid by shareholders shall be regarded as liquidation property. The capital contributions that have not yet been paid by shareholders include the capital contributions that are due and payable, and the capital contributions that have not yet expired in installments in accordance with the provisions of Articles 26 and 80 of the Company Law.
When the company's assets are insufficient to pay off the debts, and the creditor claims that the shareholders who have not paid the capital contributions, as well as other shareholders or promoters at the time of the establishment of the company, bear joint and several liability for the company's debts within the scope of the unpaid capital contributions, the people's court shall support them in accordance with law. Article 20 of the Company Law of the People's Republic of China stipulates that if a shareholder abuses his shareholder rights and causes losses to the company or other shareholders, he shall be liable for compensation in accordance with the law. Where a shareholder of a company abuses the independent status of the company's legal person and the limited liability of shareholders to evade debts and seriously harm the interests of the company's creditors, they shall be jointly and severally liable for the company's debts.
Article 63 If a shareholder of a one-person limited liability company cannot prove that the company's property is independent of the shareholder's own property, he shall be jointly and severally liable for the company's debts.
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Shareholders are not liable for the company's debts. Because the shareholders have limited liability for the company, the company's debts should be borne by the company and have nothing to do with the shareholders. After the shareholders of the company have paid the capital contribution in full, the obligations of the shareholders have actually been completed.
The company's debts are borne by the company with all its own property, and have nothing to do with the shareholders.
Legal basis: Article 3 of the Company Law of the People's Republic of China [Company Definition and Shareholder Responsibility] The company is an enterprise legal person, with independent legal person property and legal person property rights. The company is liable for the debts of the company with all its property.
The shareholders of a limited liability company are liable to the company to the extent of their subscribed capital contributions; The shareholders of the shares are limited to the shares they subscribe for, and they are responsible for the sale of banquets to the company.
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In ****, once the shareholder completes the capital contribution obligation, then 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, the **** shareholders also need to be held liable for the company's debts. 1. If the registered capital of the company is not in place, the capital contribution is insufficient, and the registered capital is falsely declared, if the actual registered capital in place does not meet the minimum standard requirements of the company law on the company's registered capital, so that the company's legal personality cannot be legally produced, the shareholders shall bear joint and several liability for repayment If the actual registered capital in place meets the minimum requirements of the company law on the company's registered capital, the shareholders shall be liable for the difference.
2. If a shareholder withdraws the company's assets, resulting in the company's insufficient ability to perform the contract, it shall be jointly and severally liable for the company's debts within the scope of the company's assets. 3. If there is only one substantive shareholder of the company, and the other shareholders are only nominal shareholders or fictitious shareholders, the substantive shareholders of the company shall bear unlimited liability for the company's debts, and the nominee shareholders shall be liable for compensation for the company's debts. 4. A sole proprietorship enterprise named a limited liability company is actually a natural person, and the owner of the enterprise shall bear unlimited liability for the company's debts.
If a limited liability company has one shareholder due to equity transfer, and neither recruits new shareholders nor registers the change of enterprise nature within 6 months, the shareholder shall bear unlimited liability for the company's debts. Article 35 of the Company Law of the People's Republic of China After the establishment of a company, shareholders shall not withdraw their capital contributions. Article 200 of the Company Law of the People's Republic of China If the promoters or shareholders of a company withdraw their capital contributions after the establishment of the company, the company registration authority shall order them to make corrections and impose a fine of not less than 5% but not more than 15% of the amount of capital contributions withdrawn.
Under normal circumstances, the company's debts, according to the provisions of the Company Law and relevant legal theory principles, must be borne by the company, and the shareholders will not bear the company's debts, because the shareholders bear limited liability for the company, and the so-called limited liability means that when the company is established, the shareholders must pay the capital contribution in full and obtain equity according to the equity ratio agreed in the company's articles of association. After the shareholders of the company have paid the capital contribution in full, the obligations of the shareholders have actually been completed. The company's debts are borne by the company with all its own property, and have nothing to do with the shareholders to write them off. >>>More
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