"Economic Law" The creditors of a company may, within the scope of unpaid principal and interest, ask the shareholders who have failed to fulfill their obligations or have not fully contributed to the

"Economic Law" The creditors of a company may, within the scope of unpaid principal and interest, ask the shareholders who have failed to fulfill their obligations or have not fully contributed to the company for repayment. Yes, in some cases. In other words, the company's creditors can only bear supplementary responsibilities for the part of the company's debts that cannot be repaid or shareholders who have not fully fulfilled their capital contribution obligations, and their creditor's rights are limited to the principal and interest of the non-capital contribution part of the defective capital contribution shareholders. Although according to the current law, the shareholders of a limited company can only subscribe by way of capital contribution, when the company's debts can't pay off all the creditor's rights, the shareholders' capital contribution obligations can be accelerated.

Legal analysis

Provisions of the Supreme People's Court on Several Issues Concerning the Application of the Company Law of People's Republic of China (PRC) (III) make detailed provisions on defective capital contribution by shareholders, which is beneficial to protecting the legitimate rights and interests of creditors.

I. Plaintiff: Creditor

The creditors of the company have the right to require shareholders who have not fulfilled their capital contribution obligations or have not fully fulfilled their capital contribution obligations to bear supplementary responsibilities for the part that the company cannot pay off. Creditors need to prove that there is a creditor-debtor relationship with the company when suing, and there is no invalidity, limitation of action and so on.

Second, the premise of exercising rights: the company's debts are not enough to pay off all debts.

The prerequisite for creditors to exercise this right is that the company's debts are not enough to pay off all debts. When the company has the ability to pay off its debts, even if the shareholders fail to perform or not fully perform their capital contribution obligations, the creditors cannot exercise this right.

Three. Defendant: shareholders with defective capital contribution.

The people's court does not support the creditor's rights claim that the shareholder who fails to perform or fails to fully perform the capital contribution obligation is listed as the defendant, and the shareholder defends on the grounds that he is only a nominal shareholder rather than an actual investor.

Fourth, the scope of the request

The creditor's request is limited to the principal and interest of the uninvested part of the defective shareholder.

legal ground

Provisions of the Supreme People's Court on Several Issues Concerning the Application of the Company Law of People's Republic of China (PRC) (III)

Paragraph 2 of Article 13: If the creditors of the company request the shareholders who have not fulfilled their capital contribution obligations or have not fully fulfilled their capital contribution obligations to assume supplementary responsibilities for the outstanding part of the company's debts within the scope of outstanding principal and interest, the people's court shall support it; Shareholders who fail to perform or fully perform their capital contribution obligations bear the above responsibilities, and if other creditors make the same request, the people's court will not support it.

Article 26 If the creditors of a company claim that the shareholders registered in the company registration authority have failed to fulfill their capital contribution obligations and require them to bear supplementary compensation responsibilities for the portion of the company's debts that cannot be repaid within the scope of unfulfilled principal and interest, and the shareholders argue that they are only nominal shareholders and not actual investors, the people's court will not support them.

If a nominal shareholder claims compensation from the actual investor after assuming the liability for compensation in accordance with the provisions of the preceding paragraph, the people's court shall support it.