After transferring equity, do shareholders need to take responsibility for the later debt?The judge made a detailed analysis

State -owned Assets Corporation and Rongtong Company used to be a shareholder of the electric company. Later, the state -owned capital company transferred its equity to Rongtong Company at the price of "0" yuan. After the transfer of equity, the transaction from the electric company and the agricultural company had debt. Because the electric company had no property to execute, the agricultural company sued to the court and requested the additional state -owned company as the executor. The state -owned company does not accept a complaint of the objection. The Haidian Court was tried and sentenced to rejection of the state -owned capital company.

Introduction to the case 情

The plaintiff's state -owned assets company claimed that in 2013, the state -owned assets company and Rongtong company contributed an electric company, with a registered capital of 120 million yuan, and the state -owned company and Rongtong company contributed 60 million yuan each. State -owned asset -owned companies contributed by subscribing. In September 2014, the state -owned company and Rongtong Company reached an agreement, agreed that the state -owned company to withdraw from the electric company, and transferred the original ownership of the zero price to Rongtong Company. The agreement was discussed by all shareholders of the electric company, recorded in the company's "Memorandum", and formed a company resolution. Afterwards, the electric company applied to the industrial and commercial administration department for change registration, and the company's shareholders' change was registered as Rongtong Company.

The plaintiff State -owned Assets Corporation believes that it has withdrawn from the company seven months before the signing of the contract with the agricultural company, and its investment obligation to the electric company has been borne by Rongtong Company. When the debt is transferred, the electric company does not have the actual operation and does not have foreign debt. The behavior of transferring equity for state -owned assets companies does not harm the legitimate rights and interests of the third party or other creditors. Public registration, thereby excluded the trust benefits of the third party. The state -owned enterprise is not a defendant or third party of the civil case of electric companies and agricultural companies. It is unaware of the claims, evidence, and conclusions of the trial, and should not be added as the executed person.

The defendant's agricultural company argued that he did not agree with the request of the state -owned company. The state -owned company was a shareholder and initiator of the electric company and subscribed to the company to contribute to the company. According to Article 22 of the Supreme People's Court on the Provisions on the Application of the Company Law (2), Article 22 of the Supreme People's Court on the Supreme People's Court on the Application of the Company Law (3) " The third paragraph stipulates that, as a shareholder of the electric company, the state -owned company has not fulfilled the obligations of capital capital, and shall be responsible for the liability of the debt of the electric company in accordance with the law.

The electric company was delivered to the hearing of the hearing, and did not submit a written response opinion without adapting to the court.

⭐ The court trial

The focus of the controversy in this case is whether the state -owned company should be added as the executor. The addition of the execution subject refers to a case of a case of a case of a case of the people's court in the civil enforcement procedure due to legal reasons, and the addition of a case of an obligation to the person directly executed, the addition of the legal system for the executing person according to law.

Article 19 of the "Supreme People's Court on Civil Execution and Several Issues of the Parties" clarified the application for the application for changes and the addition of the original shareholders must meet the two conditions at the same time: first, as the executor's The company's property is insufficient to settle the debt determined by the legal documents; the second is that the original shareholders did not fulfill their contribution obligations in accordance with the law.

Combined with the facts found in this case, the state -owned company, as a shareholder of the establishment of an electric company, should contribute 60 million yuan, and actually did not fulfill its investment obligations, and transferred its equity to Rongtong Company. In the execution of the procedure, the court confirmed that the electric company as an irreplaceable property as an executor, in accordance with the application of the applicant's agricultural company, ruled that the additional state -owned company as the executed person, complied with the law, did not handle it.

The state -owned asset -owned company argued that it should not be responsible for debt after the transfer of equity. According to the "Equity Transfer Agreement" signed by the State -owned Assets Corporation and Rongtong Company, only the state -owned company has revealed that the state -owned company has transferred the zero price of the original holdings to Rongtong Company, and has not clarified the investment obligations of this part of the equity.

In addition, according to the investment of shareholders publicized by the electric company, the funding of state -owned companies has not been made up before and after the transfer of equity, and the state of insufficient capital continues to exist. Therefore, the responsibility of state -owned assets companies does not distinguish between before or after their equity transfer, and the date of publicity of the electricity company's publicity of the funding is involved in the case. The trust benefits of the company's shareholders should still be protected. In the end, the court decided to reject the statement of the state -owned company.

After the verdict, the state -owned assets company appealed, and the original judgment was maintained in the second instance. The judgment is now effective.

⭐ Judge's interpretation

1 Share shareholder's transfer of equity before the expiration of the capital period is not of course exempting the investment obligations

Under the company's registered capital subscription system, shareholders have timely interests in accordance with the law. The company's registered capital stipulates that the company's laws and regulations cannot prohibit shareholders from transferring equity before the expiration of the subscription period. Some shares transfer to Rongtong Company are legal. However, the freedom of equity transfer shall not shake the company's capital to enrich the foundation, and shall not harm the legal interests of the company's creditors. The shareholders should eventually pay the company's actual subscription to the company to exempt from responsibility. Shareholders' subscription contributions have the dual attributes of agreed obligations and statutory obligations. Therefore, due to changes in equity transfer, the company's shareholders cannot certainly conclude that the funding obligations are transferred to the contemporary.

In this case, the transfer shareholders state -owned asset company transferred its equity to Rongtong Company before expired, but the two parties did not clarify the obligation to transfer the equity. Of course transferring does not occur due to equity transfer. In order to ensure that shareholders have fulfilled the subscription commitment and maintain the principle of fulfilling capital, transfer to shareholders state -owned assets companies still shall still be responsible for their original subscribed capital contribution. 2 Shareholders who transfer their equity before the expiration of the capital period must be determined whether they need to bear the liability for debt after the transfer of equity.

The transfer of equity of the shareholders who have not been in place is a flawed equity transfer, but no matter what arrangements and agreements between the equity transfer parties to the subsequent funding performance, the legal effect occurs within the company. When the two parties have no agreed obligation to transfer the equity, who has undertakes the legal obligations of the transfer party, the legal investment obligations of the transfer party will not be transferred for granted due to the transfer of equity. For debt, creditors can claim to be responsible to the original shareholders who have not fulfilled their funding obligations. The original shareholders should be responsible for the company's debt within the scope of the obligation of capital.

In this case, although the debt of the agricultural company on electric companies occur after the transfer of equity of the state -owned company, the Rongtong company has not contributed the capital after the transfer of the transfer of the company. The state continues to exist. Therefore, the responsibility of state -owned assets companies does not distinguish between the claims before and after the transfer of the shares, and it still shall be responsible for the debt of the electric company.

3 "0" yuan transfer equity, as long as it is the true meaning of the parties and the transfer agreement is legal, it should be determined as valid

The general principles of the effectiveness of civil legal acts include the qualifications of the subject, the true meaning of the meaning, and the content of not illegal content. The equity transfer agreement between shareholders should also follow this principle.

In this case, the equity price is zero -dollar is a true expression between the state -owned company and Rongtong Company. There are only two shareholders of the state -owned company and Rongtong Company. The equity transfer is unanimously agreed by the shareholders meeting of the electric company. It should not be valid for not violating the provisions of the company law.

It is worth noting that the agreed 0 price transfer shares between the state -owned asset -owned company and Rongtong Company belong to an abnormal equity transfer. As a shareholder of the state -owned company, as a subscription shareholder, the behavior of its abnormal transfer of equity is likely to evade the responsibility of capital contribution.

(The names in the text)

- END -