Case Background
In 2014 , shareholders Xu Siwen, Sun Zhuozhuo and Yu Zhaohui of Shenzhen Hengruifeng Electric Co., Ltd. (hereinafter referred to as "Hengruifeng Company") promised to pay the registered capital of 500,000 yuan before July 31 , 2014 , but the three shareholders actually contributed 0 yuan. In 2016 , Hengruifeng Company owed Shenzhen Huatianan Electronics Co., Ltd. (hereinafter referred to as "Huatianan Company") a payment of 123,000 yuan for goods , and the court ordered Hengruifeng Company to pay the payment and interest. However, Hengruifeng Company had no property for execution, so Huatianan Company entrusted Guangdong Jielu Law Firm to sue the three shareholders and demanded that they bear joint and several liability for the unpaid capital.
Focus of dispute and legal difficulties
Shareholders’ capital contribution obligations: Have the three shareholders fulfilled their obligation to pay their actual capital contributions?
The defendant Xu Siwen argued that he had completed the capital contribution through bank transfer, but the court found that the funds were transferred to affiliated companies after the transfer, constituting "capital withdrawal";
Sun Zhuozhuo and Yu Zhaohui did not appear in court to defend themselves, nor did they submit proof of capital contribution.
The creditor's liability basis:
According to Article 13 of the Judicial Interpretation III of the Company Law, if a shareholder fails to fully perform his capital contribution obligations, he shall bear supplementary compensation liability for the company's debts within the scope of the uncontributed capital and interest;
After Hengruifeng Company went bankrupt, the unpaid capital contributions of shareholders were deemed as the company's liability property, and creditors could directly claim them.
Lawyer strategies and key breakthroughs
Unraveling the mystery and locking in evidence: The lawyer team retrieved Hengruifeng's bank statements, revealing the flow of funds from Xu Siwen's "investment-transfer", proving that he withdrew his investment;
Accurate application of law: combining the Company Law and judicial interpretations to demonstrate the direct causal relationship between shareholders’ failure to pay their capital contributions and creditors’ losses;
Response of the defendant in absentia: In view of the fact that Sun Zhuozhuo and Yu Zhaohui did not appear in court, their capital contribution obligations were fixed through industrial and commercial registration, articles of association and other documents, and the court made a judgment in absentia in accordance with the law.
Court ruling
The People's Court of Bao'an District, Shenzhen City, has determined after trial that:
Responsibility determination: The three shareholders failed to fulfill their obligation to pay their capital contributions, and Xu Siwen withdrew his capital contributions;
Scope of compensation: within the scope of the unpaid registered capital principal and interest, the company shall bear joint and several liability for the principal of Hengruifeng's debt of RMB 109,000 and interest;
Litigation costs: The three defendants shall jointly bear the case acceptance fee and announcement fee of RMB 2,607 .
Judgment basis:
Article 28 of the Company Law of the People's Republic of China (shareholders' capital contribution obligations);
Article 13 of the Third Judicial Interpretation of the Company Law (liability of creditors for shareholders’ failure to contribute capital);
Article 35 of the Enterprise Bankruptcy Law (Accelerated maturity of shareholders’ capital contributions during bankruptcy proceedings).
Typical significance of this case
Shareholder liability warning: registered capital subscription system does not mean that actual payment is not required! If shareholders fail to fulfill their capital contribution obligations or withdraw their capital contributions, creditors can directly pursue personal property;
Protection of corporate creditor's rights: When a company is insolvent, lawyers can explore shareholders' responsibilities and open up effective recovery paths for creditors;
Legal practice reference: This case clearly defines the boundary between "withdrawal of capital" and "legal transfer", and provides a model for adjudication of similar disputes.
Message from the Lawyers Team
In corporate debt disputes, shareholders often use the "capital subscription system" as a shield to evade responsibility. Guangdong Jielu Law Firm is deeply engaged in the field of corporate law and is good at exposing shareholders' withdrawal of capital, false capital contributions and other behaviors through financial audits, evidence chain construction and accurate application of legal provisions, helping creditors maximize their claims!
Legal consultation hotline: 0755-32945888
Professionalism builds trust, and details determine success or failure!
Note: To protect the privacy of the parties involved, the company names and amounts in this article have been simplified. The judgment document number is ( 2018 ) Yue 0306 Min Chu 22891 .