Relevant civil legal liabilities of "shell companies"
The civil liability subjects of shell companies are mainly shareholders (including promoters of joint stock limited companies), directors, senior managers and actual controllers of companies that fail to fulfill their statutory obligations, intermediary service agencies that undertake asset evaluation, capital verification or verification, and the third party that contributes to the establishment of the company in advance.
Generally speaking, shareholders are the subject of capital contribution and should bear the responsibility of "shell company" for making false capital contribution and withdrawing capital contribution. However, the law also gives the company's directors, senior executives, actual controllers and intermediary service agencies that undertake asset evaluation, capital verification or verification an honest and diligent legal obligation, and violates this obligation, that is, they should bear corresponding legal responsibilities. Where an institution undertaking asset appraisal, capital verification or verification causes losses to the company's creditors due to the false appraisal results, capital verification or verification certificates issued by it, it shall be liable for compensation within the scope of its appraisal or verification, except that it can prove that it is not at fault.
Shell companies generally have the following performances:
(1) The company has no own property;
(2) Although there is company property, a complete company property record is not kept;
(3) The company has no fixed office space;
(4) There is no substantial difference between the company and its shareholders or between the company and other companies.
Legal basis:
Company Law of the People's Republic of China
Article 149 Directors, supervisors and senior managers who violate laws, administrative regulations or the articles of association when performing their duties shall be liable for compensation.
Article 11 To establish a company, the articles of association must be formulated according to law. The Articles of Association are binding on the Company, shareholders, directors, supervisors and senior management.
Article 211 If a company fails to start business for more than six months after its establishment without justifiable reasons, or suspends business for more than six months after its opening, the company registration authority may revoke its business license. When the registered items of the company change, if the relevant change registration is not handled in accordance with the provisions of this law, the company registration authority shall order it to register within a time limit; Those who fail to register within the time limit shall be fined not less than 10,000 yuan but not more than 100,000 yuan.