Legal analysis
Shareholders are responsible for the company within the scope of their existence. If you only hold 1% of the shares, the creditor's rights and debts of the limited company only occur within 1% of the shares, so even if the company goes bankrupt, you should bear the responsibility within 1% of the shares. The company has civil legal liability: the liability is borne by the unit itself and has no direct relationship with shareholders and legal representatives. There are also criminal legal responsibilities: the legal representative and the person in charge of decision-making are jointly responsible, some shareholders are jointly responsible when they participate in the legal responsibility of shareholders' decision-making in a limited liability company, and shareholders are responsible for the company to the extent of their capital contribution. The company forms a total guarantee for corporate debts with all its assets, which is different from an unlimited company with all the personal property of shareholders, not just the assets of the company. This is also the most fundamental difference between a limited company and an unlimited company. In other words, when a limited liability company pays off its debts, it pays off with the company's assets, and the company is insolvent and declares bankruptcy. A company's creditors may not require shareholders to pay off the company's debts with personal property. The difference between nominal shareholders and actual shareholders lies in whether they enjoy the rights and interests brought by equity and whether they have actual control over equity. Nominal shareholders only exercise shareholder rights on their own behalf, meaning that they should follow the instructions of actual shareholders. The obligations of shareholders shall be borne by the actual shareholders. However, if the nominal shareholder violates the actual shareholder's will and makes a right punishment, then the legal consequences caused by it should be borne by the nominal shareholder.
legal ground
Company Law of the People's Republic of China
Article 3 A company is an enterprise legal person, which has independent legal person property and enjoys legal person property rights. The company is liable for its debts with all its property. Shareholders of a limited liability company shall be liable to the company to the extent of their subscribed capital contribution; Shareholders of a joint stock limited company shall be liable to the company to the extent of the shares subscribed by them.
Article 21 The controlling shareholders, actual controllers, directors, supervisors and senior managers of a company shall not use their related relationships to harm the interests of the company. Anyone who violates the provisions of the preceding paragraph and causes losses to the company shall be liable for compensation.
Article 22 The resolutions of the shareholders' meeting, the shareholders' meeting and the board of directors of the company are invalid if they violate laws and administrative regulations. If the convening procedure and voting method of the shareholders' meeting, shareholders' general meeting or the board of directors violate laws, administrative regulations or the articles of association, or the contents of the resolution violate the articles of association, the shareholders may request the people's court to cancel it within 60 days from the date of making the resolution. Where a shareholder brings a lawsuit in accordance with the provisions of the preceding paragraph, the people's court may, at the request of the company, require the shareholder to provide corresponding guarantees. If the company has gone through the registration of change according to the resolution of the shareholders' meeting or the shareholders' meeting or the board of directors, after the people's court declares the resolution invalid or cancels the resolution, the company shall apply to the company registration authority for cancellation of the registration of change.
Article 206 If the liquidation group fails to submit the liquidation report to the company registration authority in accordance with this law, or the liquidation report conceals important facts or has major omissions, the company registration authority shall order it to make corrections. If a member of the liquidation group abuses his power to seek illegal income or encroaches on the company's property, the company registration authority shall order him to return the company's property, confiscate the illegal income and may impose a fine of not less than one time but not more than five times the illegal income.
Article 149 Directors, supervisors and senior managers who violate laws, administrative regulations or the articles of association when performing their duties in the company and cause losses to the company shall be liable for compensation.