Is it legal for shareholders to borrow money from the company?
1. Regarding the behavior of shareholders' capital contribution before borrowing, it is clearly stipulated in the Reply of the State Administration for Industry and Commerce to the Request of Heilongjiang Administration for Industry and Commerce on whether registered capital flight, a shareholder of the company, is an act of withdrawing capital contribution in the name of borrowing (Qizhi Zi Han 1999 No.6): "In order to escape the provisions of laws and regulations, shareholders of the company withdraw capital contribution in full by borrowing.
2. Regarding the behavior of shareholders who borrowed money first and then invested in shares, the Reply of the State Administration for Industry and Commerce on April 29, 2002 (Industrial and Commercial Enterprise Word No.97, 2002) explained that the company used other bank accounts of the company to lend money to shareholders in the name of borrowing money, and then invested it as additional registered capital, but in fact, the company did not deliver the money to the borrower, and the borrower did not go through the formalities of capital transfer. This kind of behavior can be identified as false capital contribution.
3. On July 25th, 2002, the State Administration for Industry and Commerce sent a letter to Jiangsu Administration for Industry and Commerce (Industrial and Commercial EnterpriseNo. 102). 180,2002) In the Reply on whether the shareholder's loan is an act of withdrawing capital contribution, the contents are as follows: According to the relevant provisions of the Company Law, the company enjoys all legal person property rights in the form of capital contribution by shareholders. After the shareholders invest the relevant property in the company by way of capital contribution, the ownership of the property is transferred and becomes the property of the company, and the company enjoys the right to possess, use, benefit and dispose of its property according to law. The company lends money to shareholders, which is the embodiment that the company enjoys property ownership according to law. This relationship between shareholders and the company belongs to the lending relationship, and the legal lending relationship is protected by law. The company enjoys corresponding creditor's rights to the legally lent funds, and the borrowing shareholders bear corresponding debts according to law. Therefore, in the absence of sufficient evidence, there is no legal basis for determining that shareholders have withdrawn their capital contribution only by borrowing from the company. If the loan activities violate the relevant financial management and financial management system, the relevant departments shall investigate and deal with them.
Shareholders need to borrow money from the company according to certain legal provisions, because it involves economic crimes, and the handling of such problems is sensitive. If not handled properly, it will lead to the loss of its own interests. In addition, it is the enterprise they belong to, and the relevant shareholders will conduct certain investigations on the handling of such problems, which seriously violates the criminal law.