[Successful Case] "Zero Tolerance" for Shareholders' Liquidation Obligations - Jielu Lawyers Successfully Recovered Joint Liability for 130,000 Debts
Case Focus: Revocation without liquidation = self-assuming debt!
The shareholders of a purification company in Dongguan were ordered by the court to bear joint and several liability for the company's 130,000 yuan debt due to their failure to perform liquidation obligations. The Jie Lawyer team accurately identified the shareholders' legal obligations, and this case became a benchmark case for liquidation liability disputes in the Pearl River Delta region.
Case review: The chain reaction after the company with a registered capital of one million was revoked
In 2011 , Zeng and Li established Changhong Company (registered capital of 1 million yuan). In 2014 , they were sued for defaulting on payments of 156,000 yuan to suppliers . After the court ruling came into effect, the company refused to comply and its business license was revoked in 2018 .
Fatal mistake: The two shareholders did not organize liquidation for 4 years, resulting in the loss of company books and property. Jie Lawyer represented the creditors in initiating a liquidation liability lawsuit, pointing out the three major violations of the shareholders:
✅ Violation of Article 183 of the Company Law : Failure to establish a liquidation group within 15 days after revocation
✅ Resulting in the loss of the company’s main assets and account books
✅ There is a causal relationship between the failure to liquidate and the inability to realize the creditor's rights
The key to breaking the deadlock: perfect application of the reversal of the burden of proof
Faced with the shareholder 's defense that " the loss of the account book is none of my business " , the lawyer team constructed a three-fold chain of evidence:
1 ⃣Iron proof of business status: Qichacha records show that the company continues to be in the " revokated but not cancelled " status
2 ⃣ Final ruling on execution: Prove that the company has no property available for execution
3 ⃣ Timeline comparison: The liquidation procedure has not been initiated after more than 15 days of revocation
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(II) successfully achieved the reversal of the burden of proof - creditors only need to prove the fact that the company was revoked, and shareholders need to prove that they have fulfilled their liquidation obligations.
Judgment highlights: detailed definition of the scope of joint liability
The judgment of the Dongguan Second People's Court ( 2018 ) Yue 1972 Minchu No. 12783 established three major rules:
Debt deduction innovation: The 26,000 yuan that has been executed will be used to deduct the principal first, and the remaining 129,000 yuan of joint liability will be accurately calculated.
Interest calculation rules: only support the doubling of interest after the judgment takes effect, and reject the claim of unreasonable interest rate
Lifelong liability: Even if shareholders do not actually operate the company, they are still responsible for the company's debts before revocation.
Entrepreneurs warn: Company revocation does not mean the end of responsibility
Based on this case and the latest judicial practice, Jie Lawyer suggests three life and death lines:
1 ⃣15 - day countdown to revocation: Liquidation procedures will be initiated immediately after the business license is revoked
2 ⃣ Account bookkeeping obligations: Important documents should be kept for at least 10 years (cloud + paper backup is recommended)
3 ⃣ Closed-loop cancellation management: Complete industrial and commercial cancellation registration within 20 days after liquidation
Jie Lawyer's Solution: Four-step Solution to Liquidation Liability Disputes
For such cases, our firm has developed a unique "FAST" disposal model:
✅ Fact Tracing : Collect evidence from multiple dimensions including industry and commerce, taxation, and banking
✅ Account Review: Entrust an accounting firm to conduct a special audit
✅ Strategy Making: Choose the best path for liquidation responsibility / legal personality denial
✅ Trial Focus: Focus on proving the causal relationship
Industry impact: Small bids leverage big rules
Although the amount involved in this case was only 130,000 yuan, two important adjudication rules were established:
The revocation of a company triggers the shareholders' liquidation obligations, regardless of the creditors' demands.
The determination of " inability to liquidate " adopts the presumption principle to reduce the burden of proof for creditors
This judgment has been included in the reference cases of the Guangdong High Court's Guidelines for the Trial of Corporate Cases.
Does your business have these risks?
☑ The company has been closed for many years but has not been deregistered
☑ Inadequate storage of financial vouchers
☑ Shareholder change without division of responsibilities
Contact us now to obtain the "Company Liquidation Compliance Manual" and complete the legal risk check in three steps!
Jielu Law Firm Corporate Law Department
Deeply cultivate the fields of shareholder liability / company liquidation / debt restructuring
Crisis management hotline: +86-18576393121Evidence preservation consultation: 0755-32945888
Email: jielv@lawjielv.com
Legal tips: According to the Regulations on the Registration and Administration of Market Entities, if a company is not deregistered within three years after being revoked, its legal representative will be included in the blacklist of dishonest persons. Compliance management starts with the aftermath.