Shareholders use the official seal of the company to borrow money in the name of the company without the authorization of a legal person. Does the company take responsibility?

The company needs to take responsibility. Legally speaking, the company should bear the debt liability first, and then recover from the shareholders who act without authorization through other means; In the sense of internal management of the company, the company does not bear the responsibility, and that shareholder bears it himself. Because the shareholder acts without authorization, the loan is regarded as a personal loan.

Legal analysis

Because shareholders borrow money with the company's official seal, it belongs to the company's loan. If the shareholders don't pay back on time, the creditors will definitely ask the company for it, and the company will bear all the responsibilities caused by it. Since shareholders use the company seal to borrow money, they should communicate with legal persons or other shareholders as soon as possible to gain understanding and avoid shareholder disputes and lawsuits. There is a real loan relationship, that is, if the third-party lender doesn't know that the official seal has been stolen and the agreed money is transferred to the lender after fulfilling the agreed content, then the agreement is valid. If the lender finally fails to repay the loan on time, then when the lender sues the subject on the official seal for repayment responsibility, the court will support the lender's claim according to the previous judicial precedent, so the company has to bear certain responsibilities. After the company assumes the liquidation responsibility, it can recover from the borrower who stole the official seal at the beginning and then bear the losses of the company. But there is a premise, if you want to make up for the company's losses, you need the borrower to pay back the company. After the partner secretly stamped the official seal, he forged the contents of the loan in the name of the company. When the content agreement is required to be fulfilled, the borrower denies signing such an agreement, and the lender can't provide a true and effective transfer list, so the loan is invalid and the other party will be suspected of contract fraud. In either case, it is not good for the company. Once prosecuted, it will not only cause trouble. If the amount involved is huge, the enterprise account will be frozen during the litigation review, which will directly affect the normal operation of the enterprise and even be sealed up, so the management of the internal seal of the enterprise cannot be sloppy.

legal ground

Article 3 of the Company Law of People's Republic of China (PRC) is an enterprise legal person, with independent legal person property and 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.