When building a company's equity structure, lawyers will generally remind the founding shareholders that it is best to have more than two shareholders when initiating the establishment of a limited company, and there is no husband-wife relationship or parent-child relationship between the two shareholders.
Why? Because, if a limited company has only one shareholder, that is, the sole proprietorship of a natural person, at this time, if the shareholder cannot provide sufficient evidence to prove that his personal property is not confused with the company's property, that is, there is a clear distinction between the company's profits and the shareholders' profits, then the shareholder may be jointly and severally liable for the company's debts.
The contract dispute between Shenzhen A Company and Shanghai B Company (one-man company, shareholder Wang) was won by the second instance judgment of Shenzhen Intermediate People's Court. During the execution, the enforcement court found that Shanghai B Company had no property available for execution, so it ruled to terminate this execution ("final version").
Subsequently, Shenzhen A Company applied to the enforcement court to resume execution, and added Wang, a shareholder of Shanghai B Company, as the executor. After hearing the case, the enforcement court supported Company A's application to add Wang as the executor, which means that the court can enforce Wang's property to repay Company B's foreign debt in Shanghai.
Some people may ask questions: according to the relevant provisions of the Company Law, "a company 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 are liable to the company to the extent of their subscribed capital contribution. " Then, why should the debts owed by the company be repaid by individual shareholders?
The company is an independent legal person, and shareholders are liable for the debts of the company to the extent of their subscribed capital contribution; However, this does not mean that the joint liability of shareholders must be excluded.
According to the provisions of Articles 20 and 613th of the Company Law, when the shareholder's capital contribution is defective; When shareholders abuse shareholders' rights to harm the interests of the company; When shareholders abuse their corporate status to avoid debts; Or when the shareholders of a one-person limited liability company cannot prove that their property is independent of the company's property, they all need to bear joint and several liability for the company's debts, that is, the system of denying the corporate personality. This case is a case in which the shareholders of a one-person limited liability company are held accountable for failing to prove that their property is independent of the company's property.
At the same time, according to Article 20 of the Supreme People's Court's Provisions on Several Issues Concerning Alteration and Addition of Parties in Civil Execution, "If a one-person limited liability company, as the executor, has insufficient property to pay off the debts specified in the effective legal documents and the shareholders cannot prove that the company's property is independent of their own property, the people's court shall support it if the executor applies for alteration and addition of the shareholder as the executor and assumes joint and several liabilities for the company's debts."
It can be seen that after the original contract dispute judgment came into effect, Shenzhen A Company, the executor of the application, has the right to apply for adding Wang as the executor under the circumstance that the court ruled that Shanghai B Company has no property to execute.
One-person limited liability company is a special limited liability company with only one shareholder. If there is a lack of supervision mechanism in the company's operation and management, there is only one shareholder who decides all the company's operations and financial revenues and expenditures. In this case, there is a great possibility of a firefight between company property and individual shareholders.
The provisions of Article 63 of the Company Law are aimed at shackling the shareholders of a one-person limited liability company with monopoly power, making them fulfill the obligation of prudent management, preventing them from abusing the corporate personality for personal gain, and thus protecting the interests of creditors. Of course, the special limited liability company is still a limited liability company, the personality denial system is an exception, and the status of independent legal person is still the principle.
Only when shareholders can't prove that their personal property is completely independent of the company's property will they bear joint liability. Although it seems that the inversion of burden of proof focuses more on protecting the interests of creditors, it also points out the direction for shareholders to safeguard their own interests. In short, standardizing the company's operation and maintaining the company's independent legal person status are the basis for effectively isolating the company's external debt responsibility and shareholder responsibility.