Case Highlights
注册资本认缴制≠免责金牌！兴倍科技股东因资本显著不足被判连带清偿3600万元债务，杰律律师团队精准击破“公司面纱”，本案入选《长三角法院公司法典型案例汇编》。
Case overview: 8 million registered capital leverages 200 million supply chain transactions
In 2020 , Xingbei Technology signed a 200 million yuan equipment purchase agreement with a listed company with a registered capital of 8 million yuan . After the transaction, the company was unable to perform the contract, and six shareholders refused to take responsibility on the grounds that "the subscription period has not expired" and "they have withdrawn from the company."
After accepting the creditor's commission, Jielu lawyers focused on three key points of breaking the deadlock:
✅Serious imbalance between capital and risk: 8 million capital to undertake 200 million orders, 5 times the industry's risk tolerance limit
✅Key evidence of shareholder withdrawal: Bank statements show that the actual controller transferred assets of 12 million yuan through related transactions
✅Malicious extension of the capital contribution period: The shareholders' meeting resolved to extend the capital contribution period from 2 years to 10 years
The solution: a three-dimensional penetrating evidence system
In response to shareholders’ defenses such as “subscription not yet due” and “equity already transferred”, the lawyer team constructed an iron triangle of evidence:
1 ⃣Industry risk comparison report: retrieve data from 20 companies in the same industry to prove that the normal capital / revenue ratio is 1:3 , and this case is 1:25
2 ⃣Asset evaluation and verification: Proof that the company’s actual assets are only RMB 3 million and its debt ratio exceeds 6,600%
3 ⃣ WeChat record evidence collection: chat records of the actual controller instructing the finance department to "clear the company account"
Key to victory: The court adopted the "Guidelines for the Judicial Determination of Malignant Capital Insufficiency" submitted by us, and determined that "shareholders abused their rights by engaging in ultra-high-risk operations with obviously unreasonable capital."
Judgment Summary: Precise division of responsibilities between current and historical shareholders
The Suzhou Intermediate People's Court's judgment ( 2022 ) Su05 Minzhong No. 1234 established three major rules:
Current shareholders shall be jointly liable in full: the actual controller Wang and his spouse shall jointly repay the principal and interest of RMB 36 million.
⚖Historical shareholders are required to make up the difference within a certain period of time: Mr. Li, who has transferred his equity, needs to make up the difference of RMB 2 million within one month.
⏳Breakthrough in the liability tracing period: creditors can pursue shareholders in office at the time of the behavior, which is not affected by equity transfer
本案创新：首次将《九民纪要》第12条“资本显著不足”细化为“五步认定法”，成为长三角地区类案审理范本。
Entrepreneurs must read: The golden formula for registered capital allocation
Based on this case and the latest judicial interpretation, Jielu lawyers provide a fatal risk avoidance plan:
1 ⃣ Registered capital safety line: It is recommended that the initial capital ≥ 15% of the average annual contract amount
2 ⃣ Equity transfer lightning protection clause: It must be stipulated that "the transferee inherits the capital contribution obligation + the transferor provides a guarantee"
3 ⃣ Debt isolation double insurance: When a single transaction exceeds 10 times the registered capital, a shareholder guarantee agreement must be signed simultaneously
Jielu's advantages: expert solutions in the field of corporate governance
Our commercial team has been focusing on shareholder liability disputes for 12 years and has set three industry records:
✅ Maximum amount of recovery for a single case: 270 million yuan ( a real estate group case in Zhejiang in 2023 )
✅ The fastest property preservation record: freezing the stocks of listed companies within 48 hours after acceptance
✅ The most complex equity structure penetration: a cross-border VIE structure shareholder liability determination case
Does your company have these risks?
☑ The registered capital and business scale are seriously inverted
☑ Shareholders collect company payments through relatives’ accounts
☑ Use the subscription period to extend to avoid debt
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Jielu Law Firm Corporate Legal Affairs Center
Specialization: Shareholders' joint liability / Corporate personality denial / Commercial dispute resolution
Risk consultation hotline:0755-32945888
Legal extension: According to Article 47 of the Company Law (Draft Amendment) , creditors can require shareholders who have not yet reached the capital contribution period to fulfill their capital contribution obligations in advance when they "obviously lack the ability to repay." Corporate compliance management has entered the era of "substantial penetration supervision."