Under certain circumstances, the shareholders of a limited liability company need to bear joint and several liabilities: if the false capital contribution is not in place, they will evade the liquidation of the invested company; if liquidation plan fails to fulfill the obligation of notification and announcement according to law, they will also bear joint and several liabilities for the company's debts, which will seriously damage the interests of creditors. These regulations help to ensure a clear property relationship between the company and shareholders and prevent shareholders from evading debts by improper means.
Rights and obligations of shareholders of a limited liability company;
1. Shareholder's contribution: Shareholders shall make contributions in the amount and at the time specified in the Articles of Association;
2. Decision-making power of shareholders' meeting: shareholders have the right to participate in the shareholders' meeting and vote on major issues of the company;
3. Profit distribution right: shareholders have the right to share the profit distribution of the company in proportion to their capital contribution;
4. Right to know asset information: shareholders have the right to consult the company's financial statements and related business records;
5. Right to vote and stand for election: Shareholders have the right to elect directors and supervisors of the company, and are also eligible to be elected as directors or supervisors;
6. Equity transfer right: Shareholders can transfer their equity to others according to law, but they must abide by the relevant provisions of the law and the articles of association;
7. Pre-emptive right: when the company increases capital or issues new shares, shareholders have the right to pre-empt in order to maintain their shareholding ratio in the company;
8. Right to request dissolution of the company: Under statutory circumstances, shareholders may request dissolution of the company.
To sum up, the shareholders of a limited liability company shall be jointly and severally liable under certain circumstances, such as false capital contribution, insufficient capital contribution, withdrawal of capital contribution and illegal liquidation. , and abused the company's independent legal person status and limited liability to evade debts. These provisions help to clarify property relations, prevent evasion of debts and protect the interests of creditors.
Legal basis:
Company Law of the People's Republic of China
Article 28
Shareholders shall pay their respective subscribed capital contributions in full and on time in accordance with the Articles of Association. Where shareholders make capital contributions in cash, they shall deposit their capital contributions in full into the account opened by the limited liability company in the bank; Where non-monetary property is used as capital contribution, the formalities for the transfer of property rights shall be handled according to law. Where a shareholder fails to pay the capital contribution in accordance with the provisions of the preceding paragraph, he shall be liable for breach of contract to the shareholder who has paid the capital contribution in full and on time.
Article 30
After the establishment of a limited liability company, if it is found that the actual price of the non-monetary property contributed by the company is obviously lower than the amount stipulated in the articles of association, the shareholders who contributed shall make up the difference; When the company is established, other shareholders shall bear joint and several liabilities.
Article 20
Shareholders of the company shall abide by laws, administrative regulations and the articles of association, exercise their rights according to law, and shall not abuse their rights to harm the interests of the company or other shareholders; The company's independent legal person status and the limited liability of shareholders shall not be abused to harm the interests of the company's creditors. Shareholders of a company who abuse their rights and cause losses to the company or other shareholders shall be liable for compensation according to law. Shareholders of a company who abuse the independent status of a company as a legal person and the limited liability of shareholders to evade debts and seriously damage the interests of creditors of the company shall be jointly and severally liable for the debts of the company.