1, the registered capital of the company is not in place, the capital contribution is insufficient (false capital contribution), and the registered capital is falsely reported. The registered capital actually paid in place can't meet the minimum requirements of the Company Law for registered capital, and the company's legal person status can't be generated according to law (the company's legal person status is denied), and the shareholders are jointly and severally liable for repayment; Where the registered capital actually paid in place meets the minimum requirements of the Company Law for the registered capital of the company, the difference shall be borne by the shareholders.
2. If shareholders withdraw the assets of the company, resulting in the company's insufficient performance ability, they shall be jointly and severally liable for the company's debts within the scope of withdrawing the assets of the company.
3. If there is only one major shareholder of the company and the remaining shareholders are only nominal shareholders or fictitious shareholders, the major shareholder of the company shall bear unlimited liability for the debts of the company, and the nominal shareholder shall be liable for compensation for the debts of the company.
A wholly-owned enterprise called a limited liability company is a natural person, and the owner of the enterprise bears unlimited liability for the debts of the company. If a limited liability company produces a shareholder due to the transfer of equity, and fails to recruit new shareholders and register the change of enterprise nature within six months, the shareholder shall bear unlimited liability for the company's debts.
Second, the liability of a limited company as a legal person.
A corporate legal person refers to an enterprise organization established in accordance with the Company Law, which has independent property, can enjoy civil rights and assume civil obligations in its own name, and bear civil liability for the debts of the company with all its property. To put it bluntly, this is the company. "Legal person" refers to an organization that has the capacity for civil rights and civil conduct, enjoys civil rights and undertakes civil obligations independently according to law. It is clear here that a legal person is an organization, not an individual. A legal person (should be the legal representative) is generally not liable for the debts of the company, because a limited liability company has an independent legal personality, and it bears external liabilities with the company's assets, that is, limited liability.
Legal basis: People's Republic of China (PRC) Company Law.
Article 103 Shareholders attending the shareholders' meeting shall have one vote for each share they hold. However, the shares of the company held by the company have no voting rights. The resolution of the shareholders' meeting must be passed by more than half of the voting rights held by the shareholders present at the meeting. However, the resolutions of the shareholders' meeting to amend the Articles of Association, increase or decrease the registered capital, and the resolutions of the company's merger, division, dissolution or change of corporate form must be adopted by more than two thirds of the voting rights held by the shareholders present at the meeting.
Article 104 If this Law and the Articles of Association stipulate that matters such as company transfer, major asset transfer or external guarantee must be decided by the shareholders' meeting, the board of directors shall convene the shareholders' meeting in time, and the shareholders' meeting shall vote on the above matters.