Core Tips
Can the withdrawal of registered capital and serial transfer of equity evade debt? This case of shareholders damaging the interests of creditors, represented by the Jielu Law Firm, was included in the "White Paper on the Trial of Corporate Cases" by the Shenzhen Court, exposing the legal risks behind capital operations.
Case focus: The capital game behind the 3 million registered capital
In 2011 , Wuyang Company increased its registered capital from 500,000 to 3.33 million through capital increase and equity transfer . However, the court found that:
✅Abnormal fund flow: 2.5 million yuan was transferred away the day after the capital verification , which is an obvious withdrawal of capital
✅The mystery of equity transfer: Shareholders transferred shares in succession at a price of 1 yuan, which was actually to evade the obligation of capital contribution
✅Bankruptcy liquidation dilemma: After the company was shut down, nine shareholders shirked responsibility and refused to pay the 580,000 yuan processing fee
After accepting the commission from the creditor Hefeng Company, the Jielu Law Firm identified three key points to break the deadlock:
1 ⃣ Penetrating fund tracking: retrieve ten years of bank statements to restore the "left hand in and right hand out" path of the 3 million registered capital
2 ⃣ Equity transfer chain analysis: Prove that the subsequent shareholder knew that the previous shareholder had not paid up the equity but still acquired the equity, which constituted "malicious collusion"
3 ⃣ Collaboration with bankruptcy administrators: Obtaining the "Registered Capital Investigation Report" and fixing the evidence chain of capital withdrawal
Courtroom Game: Lifelong Pursuit of Shareholder Liability
Faced with shareholders ' defenses such as "already transferred equity" and "not involved in management", the lawyer team launched a combination of legal measures:
Characterization of capital withdrawal Article 12 of the "Company Law Judicial Interpretation III" , it is determined that the transfer of funds immediately after capital verification is a capital withdrawal
⚖ Joint and several liability expansion: According to Article 18 , shareholders who have not paid up their shares shall be liable for life regardless of whether they transfer their shares
Accurate interest 170,000 yuan in benefits
Key to victory: The presiding judge accepted the "Fund Flow Analysis Report" in court and determined that the nine shareholders had "continuous capital contribution defects."
Judgment highlights: A new benchmark for penetrating accountability
The judgment of Baoan District Court ( 2018 ) Yue 0306 Minchu 19687 established three major rules:
Transferring funds immediately after capital verification = capital flight: no longer limited to the "obviously unreasonable" standard, short-term transfers after capital verification are directly presumed to be malicious
Joint liability of subsequent shareholders: The equity transferee who fails to verify the previous shareholder’s capital contribution is deemed to have “should have known” of the defective capital contribution
The interest calculation point is moved forward: the creditor’s lawsuit date is used as the starting point for overdue interest calculation to maximize the protection of the creditor’s interests
Entrepreneurs must read: Three life and death lines of registered capital management
In light of this case and the spirit of the Ninth Civil Opinion, Jielu lawyers suggest:
1 ⃣ Closed-loop management of paid-in capital: registered capital must be retained for more than 6 months after receipt to avoid being deemed as withdrawal
2 ⃣ Due diligence on equity transfer: Before acquiring equity, the previous owner’s capital contribution certificate must be verified, and the responsibility division clause must be agreed upon in the agreement.
3 ⃣ Special design of the company's articles of association: adding a "historical debt retrospective clause" to prevent the risk of successor shareholder liability
Jielu Solution: Model for Handling Shareholder Liability Disputes
In response to cases such as registered capital defects and capital withdrawal, our firm has created a unique “ 3D pursuit” system:
✅ Data Mining: Build a fund map through bank statements, industrial and commercial archives, and tax records
✅ Document Fixing: Cooperate with accounting firms to issue a "Special Audit Report on Capital Contribution Defects"
✅ Defense Breaking: Customize rebuttal strategies for excuses such as "unawareness" and "already transferred"
Industry impact: Small cases promote judicial progress
Although the case involved an amount of 5.9 million yuan, it prompted the Shenzhen Intermediate Court to issue two trial guidelines:
Large amount transfers within 30 days after capital verification can be directly presumed as capital withdrawal
If the equity transfer agreement does not specify the capital contribution, the transferee shall bear joint and several liability.
This judgment rule has been written into the "Ten Typical Cases of Shenzhen Court in Optimizing the Business Environment".
Does your company have these risks?
☑ Frequent transfers within a short period of time after the registered capital is paid
☑ The equity transfer agreement does not stipulate liability for capital contribution defects
☑ The company fails to liquidate in time after it ceases operations
Contact us now to obtain the "Shareholder Liability Risk Self-Assessment Form" and complete the legal examination in 3 minutes!
Jielu Law Firm Corporate Legal Affairs Center
Specialization: Shareholders' joint liability / company liquidation / commercial execution
Crisis line: 0755-32945888
Evidence preservation consultation: +86-18576393121
Legal tips: According to Article 18 of the "Company Law Judicial Interpretation III" , if a shareholder transfers his equity without fulfilling his capital contribution obligation, the creditors may require the original shareholder and the transferee to bear joint and several liability. Compliance operations start with capital management.