In a limited company, once the shareholders complete their capital contribution obligations, the debts of the company will be borne by the company independently, and the shareholders will only bear limited liability to the company with the shares they subscribe for. However, in some cases, the shareholders of a limited company are also responsible for the debts of the company. 1, the registered capital of the company is not in place, the capital contribution is insufficient (false capital contribution), and the registered capital is falsely reported. The registered capital actually paid in place can't meet the minimum requirements of the Company Law for registered capital, and it can't legally produce the company legal person qualification (the company legal person qualification is denied), and the shareholders are jointly and severally liable for repayment; Where the registered capital actually paid in place meets the minimum requirements of the Company Law for the registered capital of the company, the difference shall be borne by the shareholders. 2. If shareholders withdraw the assets of the company, resulting in the company's insufficient performance ability, they shall be jointly and severally liable for the company's debts within the scope of withdrawing the assets of the company. 3. If there is only one major shareholder of the company and the remaining shareholders are only nominal shareholders or fictitious shareholders, the major shareholder of the company shall bear unlimited liability for the debts of the company, and the nominal shareholder shall be liable for compensation for the debts of the company. A wholly-owned enterprise called a limited liability company is a natural person, and the owner of the enterprise bears unlimited liability for the debts of the company. If a limited liability company produces a shareholder due to the transfer of equity, and fails to recruit new shareholders and register the change of enterprise nature within six months, the shareholder shall bear unlimited liability for the company's debts.
legal ground
Article 20 of the Company Law
Shareholders of the company shall abide by laws, administrative regulations and the articles of association, exercise their rights according to law, and shall not abuse their rights to harm the interests of the company or other shareholders; The company's independent legal person status and the limited liability of shareholders shall not be abused 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 a company who abuse the independent status of a company as a legal person and the limited liability of shareholders to evade debts and seriously damage the interests of creditors of the company shall be jointly and severally liable for the debts of the company.