Is it legal for shareholders to withdraw their capital contributions when their rights and interests

Shareholders can withdraw their capital contributions at will, because after the shareholders have made their capital contributions, the capital contributions are the property of the company. Shareholders withdraw their shares in the form of transfer of equity and, under statutory circumstances, request the company to repurchase shares at a reasonable rate. Statutory circumstances include when the company does not distribute profits to shareholders for five consecutive years, and the company has made profits for five consecutive years.

Legal basis] Article 142 of the Company Law.

The Company shall not acquire the shares of the Company. However, this does not apply in any of the following circumstances:

1) Reduce the registered capital of the company;

2) Merger with other companies holding shares of the Company;

3) Use the good or bad shares for employee stock ownership plans or equity incentives.

If a listed company acquires the company's shares, it shall fulfill its information disclosure obligations in accordance with the provisions of the ** Law of the People's Republic of China. If a listed company acquires the shares of the company due to the circumstances specified in subparagraphs (3), (5) and (6) of the first paragraph of this article, it shall do so through an open centralized transaction.

The company shall not accept the company's ** as the subject of the pledge.

Shareholders who withdraw their capital contributions cannot withdraw their investments at will, otherwise there will be consequences of withdrawing their capital contributions, and the consequences are:

1. The civil liability of the shareholders who withdraw their capital contributions to the company. Shareholders' capital contribution is an important part of the company's assets, and the withdrawal of capital contribution infringes the company's property rights, and the company has the right to claim the return of property in accordance with the law. If the act of withdrawing capital contribution directly causes other losses to the company, the actor shall bear the corresponding liability for damages.

2. The liability for breach of contract of the shareholders who have withdrawn their capital contributions to the shareholders who have fully fulfilled their capital contribution obligations. The withdrawal of capital contribution infringes on the property rights of the company, and shareholders who have fully fulfilled their capital contribution obligations have no right to request the withdrawal of capital contributions and their interest to the company. The company establishment agreement or the articles of association of the company are contracts between the promoters or shareholders, and the promoters and shareholders have the contractual obligation to pay the capital contribution to the company on time and in full, and the withdrawal of capital contribution affects the proper performance of the contract and violates the contractual obligations, and the shareholders who have paid the capital contribution in full enjoy the contractual right to request the defaulting party to return the capital contribution and its interest to the company in accordance with the law.

3. The civil liability of the shareholders who withdraw their capital contributions to the company's creditors. If the creditor's rights of the company's creditors cannot be realized, the shareholders who withdraw the capital contribution shall bear supplementary liability for the company's debts. Article 12 of the Provisions of the Supreme People's Court on Several Issues Concerning the Trial of Corporate Dispute Cases (I) (Draft for Comments) (hereinafter referred to as the "Draft") promulgated on November 4, 2003 provides:

If the creditor requests the company to repay the debt, but the company is unable to pay off, the creditor may file a lawsuit against the shareholder who has withdrawn the capital contribution and has not returned it, requesting it to bear supplementary liability for compensation within the scope of the amount and interest of the withdrawn capital contribution. This provision balances the interests of all parties by giving the company's creditors the right to request the shareholders who withdraw their capital contributions to bear the liability for compensation while insisting on the company's independent liability and the limited liability of the shareholders. In litigation, if the company's creditors claim that the company is insolvent, the court generally allows the shareholders who have withdrawn their capital contributions to be added as co-defendants, and often judges them to bear the liability for advance payments within the scope of the withdrawn capital contributions and their interest, so as to reduce litigation costs and effectively protect the rights of the company's creditors.

4. Joint and several liability of shareholders, directors and managers who provide assistance in withdrawing capital contributions or have direct management responsibility. Articles 11 and 12 of the Consultation Paper stipulate two types of joint and several liabilities for shareholders, directors and managers who provide assistance or have direct management responsibility for the withdrawal of capital contributions, and shareholders who have withdrawn capital contributions: one is the liability for the return of the withdrawn capital contributions and their interest to the company; The second is the liability for compensation to the company's creditors within the scope of the amount of capital contributed and the interest of liquid dan in the case that the company cannot be repaid.

Shareholders who withdraw their capital contributions cannot withdraw their investments at will, otherwise there will be consequences of withdrawing their capital contributions. The consequences of the specific laughing reprieve are:

Clause. 1. Civil liability for withdrawal of capital contributions: If a shareholder withdraws capital contribution, the company or other shareholders may request it to return the capital interest to the company, and other shareholders, directors, senior managers or actual controllers who assist in the withdrawal of capital contributions shall be jointly and severally liable for this.

Clause. 2. Administrative responsibility for withdrawing capital contributions: After the establishment of the company, if the promoters or shareholders of the company withdraw their capital contributions, 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.

Clause. 3. Criminal liability for the withdrawal of capital contributions: If the amount of capital contributions withdrawn is huge, the consequences are serious, or other serious circumstances, criminal liability will be borne in accordance with the law.

Article 200 of the Company Law stipulates that 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.

Shareholders cannot withdraw their investments at will, otherwise there will be consequences of withdrawing their capital contributions: 1. Shareholders who withdraw their capital contributions bear civil liability to the company. 2. The liability for breach of contract of the shareholders who have withdrawn their capital contributions to the shareholders who have fully fulfilled their capital contribution obligations.

3. The civil liability of the shareholders who withdraw their capital contributions to the company's creditors. 4. Joint and several liability of shareholders, directors and Jingzen hunger who provide assistance in withdrawing capital contributions or have direct management responsibilities. According to Article 200 of the Company Law, the provisions of hunger relief:

If the promoters and shareholders of the company withdraw their capital contributions after the establishment of the company, they shall be ordered to make corrections by the registration authority of the company and imposed a fine of not less than 5% but not more than 15% of the amount of capital contributions withdrawn.