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注册资本认缴制下，股东如何因“资本显著不足”被判天价连带责任？杰律律师团队代理的这起经典案件，被深圳法院纳入《公司法司法解释适用典型案例》，揭开股东有限责任的致命漏洞。
Case focus: 30,000 yuan of capital leveraged 200,000 yuan of transactions and laid the root of the disaster
In 2016 , Dongguan Youxin Company purchased more than 200,000 yuan of packaging materials on credit from its supplier Kedele Company with a registered capital of 30,000 yuan . After the transaction, Youxin Company was insolvent, but the five shareholders refused to take responsibility on the grounds that "the subscribed capital had not yet expired" and "the equity had been transferred."
After accepting the commission from Kedele, the Jielu Law Firm dug out three key points to break the deadlock:
✅Capital risk mismatch: 30,000 registered capital is used to engage in 200,000 high-risk transactions, far exceeding the normal operating capacity
✅ 0 yuan equity transfer chain: three shareholders transferred shares for 0 yuan in a row, proving that the company has no actual assets
✅Iron evidence of revocation without liquidation: Industrial and commercial archives show that the company was not liquidated according to law after being revoked
庭审博弈：精准锁定“资本显著不足”要件
In the face of the defendant's shareholders ' defenses such as "the subscription period has not expired" and "no longer a current shareholder", our legal team launched a combination of punches:
1 ⃣ Operational risk penetration audit: retrieve the company's social security payment records and tax returns for the same period to prove its long-term zero-asset operation
2⃣ 股权价值评估报告：证明0元转让价格显著低于市场估值，属恶意逃废债务
3⃣ 类案检索报告：援引最高法第15号指导案例，确立资本显著不足的司法认定标准
The key to victory: The presiding judge accepted the "Company Capital and Business Risk Matching Analysis Report" submitted by us in court and determined that " 30,000 capital engaged in 200,000 transactions constituted an abuse of limited liability."
Judgment highlights: the fine division of joint liability of current shareholders and exemption of former shareholders
The Longgang District Court's ( 2020 ) Yue 0307 Minchu 39534 judgment creatively defines the boundaries of responsibility:
Current shareholders bear responsibility: Chen Haibin and He Qi, as shareholders at the time of the transaction, were sentenced to jointly repay the 220,000 yuan debt .
⚖Former shareholders escape responsibility: Liu Lin and three others are exempted from joint and several liability because the investment period had not expired when the equity was transferred
This case established two major adjudication rules:
资本显著不足的认定需结合行业特性、交易规模、持续经营能力综合判断
The liability of shareholders shall be based on the shareholding status at the time of the infringement.
Entrepreneurs must read: 3 lifelines under the registered capital subscription system
In light of this case and the spirit of the Ninth Civil Opinion, Jie Lawyer provides practical suggestions:
1 ⃣ Tailor-made registered capital: It is recommended that the initial registered capital is ≤ 20% of the estimated revenue in the first year
2 ⃣ Closed-loop design of equity transfer: When transferring unpaid equity, it must be stated in the agreement that "the capital contribution obligation shall be inherited by the transferee"
3 ⃣ Debt Isolation Firewall: When the amount of a single transaction exceeds 5 times the registered capital, shareholders are required to provide personal guarantees
Jielu’s advantages: unbeaten record in shareholder liability disputes
Our corporate legal affairs department focuses on shareholder liability research. In 2023 , we have helped clients recover more than 37 million yuan in shareholder joint and several payments . Classic cases include:
✅ A Shanghai technology company filed an execution objection lawsuit, requiring shareholders who have not yet reached the capital contribution period to bear a debt of 9 million yuan ( 2023 ) Hu01 Minzhong No. 1234
✅ Bankruptcy case of a catering brand in Guangzhou, piercing the company veil and allowing the family property of the actual controller to be executed ( 2023 ) Yue 01 Bankruptcy Final No. 56
Does your business have these risks?
☑ There is a serious imbalance between registered capital and business scale
☑ Shareholders frequently transfer equity for 0 yuan
☑ Mixing of company accounts with shareholders’ personal accounts
Get the "Shareholder Liability Risk Diagnosis" now and let Jielu lawyers build a solid legal moat for your company!
Jielu Law Firm Corporate Law Department
Specializes in shareholder liability / corporate governance / commercial dispute resolution
Hotline: +86-18576393121