What legal liabilities should shareholders abuse the company's independent status and shareholders' limited liability?

Legal knowledge points: The company's independent status and independent responsibility are the core system of modern companies. Shareholders bear the responsibility of the company with their capital capital, and the company is responsible for the company's debt with its assets. The company's shareholders' right to exercise rights in accordance with the law and the company's articles of association is the basic obligation of shareholders. Based on the principles of rights and equal obligations, the company's shareholders have the obligation to exercise their rights while enjoying various rights. The company's shareholders 'legitimate exercise of rights will be protected by law, but the abuse of shareholders' rights will bear legal responsibility. Shareholders shall not abuse the company's independent status and shareholders limited liability to damage the interests of the company's creditors.

The system of shareholders limited liability and the company's independent status is to protect and encourage investment. At the same time, it also ensures the flexibility and efficiency of the company's operation. For the company's shareholders, after the shareholders are contributed in full, they will enjoy the treatment of limited liability. Then be responsible for the company's debt, shareholders' investment risks can be expected; the company independently uses shareholders to invest in the company's property to engage in business activities. Civil liability arising from this.

However, in judicial practice, some company shareholders control the company through various channels, often embezzling the company's property in order to earn high profits or evade debt, or mix with their own property, mix with related companies, mixes business, business mix Essence What's more, in order to achieve illegal purposes, a shell company is set up to engage in illegal activities and actually controls the company, but also uses limited liability as a cover to avoid the legal liability that the creditors should bear. In this case, the company is actually actually in fact It has lost its independence status, and the status of the independent legal person has been abused by shareholders. At the same time, the company's shareholders used the above methods to escape the legal liability it should bear and abused the company's shareholders' limited liability rights. For the company's creditor, it would face great transaction risks.

Therefore, in accordance with the principle of consistent rights and obligations, in order to effectively protect the interests of the creditors from being harmed and maintaining normal transaction order, when shareholders abuse the company's independent status and shareholders' limited liabilities, the company's shareholders and companies may be regarded as the company's shareholders and companies as the company as the company. One -one, the company's debt will jointly bear legal responsibility by shareholders and the company. In order to better explain the meaning of relevant legal provisions, Xiaobian now shares a practical case involving the legal provision for your reference.

Brief introduction of the case: The decorative material company complained that on August 9, 2010, the decorative material company signed the "Purchasing and Sale Contract" with the coating technology company. Ten days. The delivery method is the delivery sheet signed by the coating technology company's warehouse manager. After the contract is signed, the decorative material company supplies paint products to the coating technology company according to the contract. From March 2011 to August 2011, the decorative material company supply the painting technology company with a total value of 290,000 yuan. The decorative material company has repeatedly urged, and the coating technology company pays 48148.90 yuan in March 2011 in the method of checking. However, the check is a short check and has been returned by the bank.

Therefore, as of now, the coating technology company has owed a payment of RMB 240,000 for the decorative material company. The painting technology company is a limited liability company registered and established on September 14, 2000. The registered capital is RMB 2 million, and the shareholders are Xue Moujiang and Chen Moulin. Xue Moujiang contributed 1.4 million yuan to 70 %. Lin contributed 600,000 yuan to 30 %, and the coating technology company stopped operating in August 2011. On September 8, 2011, shareholders Xue Moujiang transferred the company's property to others with 150,000 yuan value to others, emptied the company, and went to the building to go to the building. null. Based on this, the decorative material company sued the court for requests: 1. The painting technology company paid the payment of the decorative material company of 240,000 yuan and interest; second, the shareholder Xue Moujiang and Chen Moulin were responsible for the aforementioned debt.

The point of judgment: The court trial believes that the decorative material company advocates that the coating technology company arrears 290,000 yuan, and provides evidence of evidence such as statement, delivery sheet, and purchase and sales contracts. Moreover, Xue Moujiang, as the legal representative of the company, also recognized the company's owing the above payment during the trial, so the court of first trial was determined. For the decorative material company advocating the debt interest, because the coating technology company has not paid the payment after receiving the goods, it does cause interest loss to the decorative material company. It is not the contract or law of the contract. It shall be based on the calculation of similar loan interest rates stipulated by the People's Bank of China during the same period.

The focus of the controversy in the case is whether the shareholders of the coating technology company Xue Moujiang and Chen Moulin should bear the liability of the company's debt. Xue Moujiang and Chen Moulin are the shareholders of the coating technology company. After controlling the operating company, buying decorative materials companies and arrears of loans, the company's entire property disposal and transfer is sold and transferred to the company. The legal person's independent status and shareholders' limited liability, maliciously evading the debt owed, and their behavior seriously harms the interests of the company's creditor's decorative materials. Although Xue Mou Jiangting's trial believes that the company's property transfer is used to issue the wages of arrears of workers, he failed to provide relevant vouchers such as the list of wages and amounts. Therefore, its defense claim does not accept it.

According to Article 20 of the Company Law of the People's Republic of China, the company's shareholders abuse the company's independent position and shareholders' limited liabilities, avoid debt, and seriously harm the interests of the company's creditors. Therefore, Xue Moujiang and Chen Moulin should be responsible for the payment and interest of the decorative materials company to deal with the decorative materials company. Results of the judgment: First, the painting technology company shall pay a payment of 240,000 yuan to the decorative material company within ten days from the date of the judgment. Second, the shareholder Xue Moujiang and Chen Moulin The payment is 240,000 yuan and the interest liability is liable for liability.

Lawyer commented: In this case, when shareholders Xue Moujiang still owes more than 240,000 yuan in debt, not only does not repay the debt, but it will also sell the company's property and clear the company. The company's independence status and shareholders 'limited liability can only be protected by law only on the basis of the company's shareholders' rights in accordance with the law. If the company's shareholders abuse the company's independent status and shareholders limited liability, shareholders shall be responsible for the company and their assets shall be responsible for the company. The core system that assumes responsibility will no longer be applicable, and shareholders shall bear joint responsibility for the company's debt in accordance with the law.

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