Case Focus
Company bankruptcy liquidation does not mean the end of shareholder liability! A shareholder of an electronics company in Dongguan was ordered by the court to bear joint and several liability of 270,000 yuan for failing to perform liquidation obligations. The Jie Lawyer team accurately identified the legal obligations of shareholders, and this case became a typical case of shareholder liability disputes in the Pearl River Delta region.
Case review: Liquidation crisis behind 500,000 registered capital
In 2012 , Liang and Chen established Jichen Company (registered capital of 500,000 yuan). In 2013 , they were sued for owing suppliers 174,000 yuan in processing fees. After the court ruling came into effect, the company refused to execute it and entered bankruptcy liquidation procedures in 2017 .
Fatal omission: Two shareholders failed to keep the company's account books for 5 years, which made it impossible to carry out bankruptcy liquidation. Jie Lawyer represented the creditors in initiating a shareholder liability lawsuit, directly addressing three illegal facts:
✅ Violation of Article 18 of the Judicial Interpretation II of the Company Law : Failure to properly keep the company's financial books
✅ Failure to cooperate with the administrator's investigation during bankruptcy, resulting in "no assets to be bankrupted"
✅ There is a direct causal relationship between failure to perform obligations and the inability to realize creditor's rights
The key to breaking the deadlock: accurate application of the reversal of the burden of proof
Facing the shareholder 's defense of "already completed capital contribution", the legal team constructed a triple chain of evidence:
1 ⃣Iron and Confidential Evidence: The Enterprise Credit Publicity System shows that shareholders continue to register their identities
2 ⃣ Bankruptcy ruling: The administrator confirms that the company has no property and no account books for liquidation
3 ⃣ Timeline locked: Shareholders did not provide any valid documents during bankruptcy
The winning formula: Invoking Article 18 , Paragraph 2 of the Judicial Interpretation of the Company Law (II) successfully achieved the reversal of the burden of proof - creditors only need to prove that the company cannot be liquidated, and shareholders need to prove that they have fulfilled their custody obligations.
Judgment highlights: New standards for determining joint liability
The judgment of the Dongguan Second People's Court ( 2018 ) Yue 1972 Minchu No. 17920 established three major rules:
Liability for loss of account books
Refined interest calculation: distinguish general debt interest from delayed performance interest, and accurately define the repayment base
Bankruptcy cost transfer: Shareholders shall jointly bear the bankruptcy costs of RMB 1,500 paid by creditors
Entrepreneurs’ warning: Three life and death lines of liquidation obligations
Based on this case and the latest judicial practice, Jie Lawyer reminds:
1 ⃣ Ten-year accounting record keeping system: Financial information must be kept for 10 years after the company is deregistered (cloud + physical dual backup is recommended)
2 ⃣Four -step bankruptcy response method: immediately start data collation, debt claim declaration, cooperation investigation, and responsibility division after receiving bankruptcy notice
3 ⃣ Equity transfer lightning protection clause: The "historical debt responsibility" and "account book handover list" must be clearly stated in the agreement
Jielu Solution: Model for Handling Shareholder Liability Disputes
In response to such cases, our firm has created a unique “ TRUST ” service system:
✅ Trace Evidence : Fix evidence through multiple dimensions of industry and commerce, taxation, and banking
✅ Risk Assessment: Issue a "Shareholder Responsibility Red Line Diagnostic Report"
✅ Ultimate Strategy: Choose the optimal litigation path for liquidation liability / denial of legal personality
✅ Settlement Focus : Seize the golden mediation period of 30 days before the trial
✅ Trial Defense : Focus on breaking through the requirements for determining causal relationship
Industry impact: Small cases promote big rules
Although the case involved an amount of 270,000 yuan, it prompted the Dongguan Intermediate Court to issue two trial guidelines:
If shareholders lose contact during the company's bankruptcy liquidation, it is directly presumed that the account books are lost.
Creditors who advance bankruptcy expenses can seek compensation from shareholders
This arbitration rule has been written into the "Guangdong Province Bankruptcy Trial White Paper ( 2023 )".
Does your company have these risks?
☑ Historical shareholders have not signed a responsibility separation agreement
☑ Incomplete storage of financial information
☑ The company has been closed for many years but has not been deregistered
Scan the QR code immediately to receive 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 / bankruptcy liquidation / commercial execution
24- hour crisis hotline: 0755-32945888 Evidence preservation consultation: +86-18576393121
Legal tips: According to Article 125 of the Enterprise Bankruptcy Law , if a shareholder causes the company to be unable to liquidate due to intentional or gross negligence, he or she will be banned from serving as a senior executive of the company for life. Compliance management starts with the aftermath.