Since the loan is made in the name of the company, it is the company, not the shareholders, that bears the repayment responsibility. According to the relevant regulations, it is agreed that the major meeting involving the company's operation decides that the repayment ability of the company should be considered when borrowing in the name of the company, and the shareholders agree to vote. If the company loses money after borrowing, shareholders can't pay dividends and bear the loss, which is within the registered capital of the company.
Legal analysis
For the nominal loan of the company, the responsibility shall be borne by the company, and the shareholders need not bear the responsibility. Because the company is a legal person with independent subject qualification, it can bear civil liability independently. Repay the loan in the name of the company. If other shareholders participate in and use the funds, they will be responsible. Because the loan is made in the name of the company and the funds are used, that is the act of withdrawing registered capital. This is a very serious evasion, and strict compensation requires a resolution of the company's board of directors. However, in the absence of a resolution of the board of directors, it does not affect the students under the contract to serve as the chairman of the company. Borrowing in the name of the company should be effective, and the company should bear the responsibility for repayment. A limited liability company has fulfilled its capital contribution obligation with its own ownership, so there is no shareholder responsibility. Bank loans into company accounts belong to embezzlement of company funds for private use, and he can be accused of embezzlement of public and private property.
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 subscribes all its property to the divided shareholders of the company; Shareholders of a joint stock limited company shall be liable to the company to the extent of the shares subscribed by them.
The right to return on assets, the right to participate in major decisions and the right to choose managers.
Article 20 Shareholders of a company shall exercise their rights in accordance with laws, regulations and articles of association, and shall not harm the interests of the company or other shareholders; Do not abuse the independence of the company as a legal person 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 the company abuse the independent status of the company as a legal person and the limited liability of shareholders, evade debts, seriously damage the interests and debts of the company's creditors and bear joint and several liabilities.
2. Is it the responsibility of the shareholders of a limited company to lend money with a business license?
1. Is it the responsibility of the shareholders of a limited company to use the business license to lend money? Shareholders of 1. Co., Ltd. are responsible for issuing loans with their business licenses. A company as a legal person can handle the loan business, because the company as a legal person has the capacity of civil rights and civil conduct, but the legal liability of the company as a legal person for loans is limited to shareholders. 2. Legal basis: Article 170 of the Civil Law of People's Republic of China (PRC) stipulates that a civil juristic act carried out in the name of a legal person or an organization without legal personality on matters within its scope of functions and powers shall have effect on the legal person or organization without legal personality. The restriction of a legal person or an unincorporated organization on the scope of functions and powers of a person performing a task shall not be opposed to a bona fide counterpart. Article 171 Where an actor has no agency, exceeds the agency or remains an agent after the agency is terminated, it shall not be effective to the principal without ratification by the principal. The counterpart may urge the principal to ratify it within 30 days from the date of receiving the notice. If the trustor fails to declare it, it shall be deemed as refusal to ratify it. Before the act committed by the actor is ratified, the bona fide counterpart has the right to revoke it. Revocation shall be made by notice. If the act committed by the actor is not ratified, the bona fide counterpart has the right to demand the actor to perform the debt or demand the actor to compensate for the damage he has suffered. However, the scope of compensation shall not exceed the benefits that the counterpart can obtain when the principal ratifies. If the counterpart knows or should know that the actor has no right to act as an agent, the counterpart and the actor shall bear the responsibility according to their respective faults. Second, the conditions of the business license loan What are the conditions of the business license loan? Including: 1, full capacity for civil conduct, local household registration; 2. Have a fixed business place or address in the local area, operate legally, and have stable and sufficient operating income as the first repayment source; 3, can provide legal, sufficient value, easy to realize collateral; 4. Open a deposit account in a loan bank.
Third, ask strong people to solve doubts; If the company loans in the name of the company, should other shareholders bear the responsibility?
The behavior of the legal representative of the company should belong to embezzlement of public funds or occupation of duty, which should be handled by the police. If the lender of its loan does not collude with it maliciously, it should belong to a bona fide third party. The company can't refuse to repay the loan in the name of the company on the grounds that other shareholders don't know, but other shareholders of the company have nothing from beginning to end, as long as other shareholders have completed their capital contribution obligations to the company, they can be exempted. Even if the subscribed capital contribution obligation is not fulfilled, it only needs to be responsible to the company within the scope of capital contribution principal and interest. Moreover, according to the topic, it is obviously not the case that shareholders abuse their rights to damage the company, so there is no need to consider piercing the company veil.
To sum up, it is inevitable for the company to repay as an enterprise legal person, but it can apply for civil compensation from the personal estate of the deceased legal representative. If it is really unable to repay, you can apply for bankruptcy.
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