In the course of company operation, there are differences and contradictions among shareholders. Among them, Liu believes that there are false elements in Guan's technology investment and requests to return part of the technology investment; Guan believes that he has fulfilled his investment obligation and does not agree to change or cancel it. After the negotiation between the two parties failed, Liu filed a lawsuit with the court, requesting to confirm that Guan's technology investment was invalid and return the corresponding share of investment.
During the trial of the case, the court found that the investment mode and evaluation value stipulated in the company's articles of association were untrue. In fact, Liu didn't actually pay for Guan's technology investment, but valued Guan's technology at 3 million yuan through fictitious transactions. In addition, Zhang did not actually fulfill the obligation of labor contribution, but signed a labor contribution agreement with others. Therefore, the relevant contents in the articles of association violate the law and should be revoked or changed.
The court ruled that the articles of association about shareholders' contribution were invalid, and redistributed and adjusted the shareholders' equity according to the actual situation. At the same time, the behavior of false capital contribution and unjust enrichment shall be punished and the responsibility shall be investigated. The trial result of this case maintains the market order and legal authority, and also provides reference for the handling of similar disputes.
Matters needing attention in partnership limited liability company:
1. Determine the nature of the company: Before establishing a partnership limited liability company, it is necessary to clarify the nature, business scope and shareholders' responsibilities of the company. This helps to determine the company's organizational form, tax policy, management style and so on.
2. Determination of shareholders and mode of contribution: It is necessary to determine the identity of shareholders and mode of contribution, including funds, objects and technology. At the same time, it is necessary to clarify the scope of shareholders' responsibilities and risk-taking methods.
3. Establishing corporate governance structure: A partnership limited liability company needs to establish a perfect corporate governance structure, including shareholders' meeting, board of directors, board of supervisors and other institutions, to clarify their respective responsibilities and rights, and to ensure the standardized management and operation of the company.
4. Formulating the Articles of Association: Formulating the Articles of Association in line with the company's nature and governance structure, and clarifying the company's organizational structure, management methods, interest distribution and other important matters as the basis for the company's operation and management.
5. Attach importance to contract management: A partnership limited liability company needs to attach importance to contract management, sign standardized contracts with shareholders, employees, partners and other parties, clarify the rights, obligations and risk-taking methods of all parties, and avoid potential disputes.
6. Standardize financial management: A partnership limited liability company needs to establish a standardized financial management system to ensure that the company's financial position is clear, accurate and complete, and provide financial reports to shareholders and other stakeholders in a timely manner.