According to the principle of relativity of contract, the equity transfer agreement can only bind the two parties to the agreement, and its effect cannot reach the third party other than the two parties to the contract. Therefore, the company's creditors can only ask the company to bear the debt, but not directly ask the original shareholders to bear it.
The new shareholders' liabilities to the original debts of the company:
1. If the debt after the company's equity transfer is not a personal debt, it should be borne by the company, and the new shareholders naturally do not need to bear it;
2. The debts of the company have nothing to do with the individual shareholders, but should be borne by the company with the company's property, and all shareholders should bear limited liability only to the extent of their capital contribution;
3. Under normal circumstances, the company's debts are borne by the company legal person, and the newly invested funds will be used as part of the company's funds, so they will be used to bear the debts;
4. The company and shareholders are two legal subjects, each of which bears legal responsibilities and performs legal obligations;
5. In the equity transfer, the original shareholder is the transferor, the new shareholder is the transferee, the company is the legal person and the target enterprise.
Procedures for changing shareholders:
1. When a shareholder transfers its equity to a person other than the shareholder, it shall notify other shareholders in writing to agree;
2. The transferor and the transferee sign an equity transfer agreement on the rights and obligations related to equity transfer;
3. The Company convened a shareholders' meeting attended by new shareholders to amend the Articles of Association;
4. Bring relevant materials to the administrative department for industry and commerce to apply for company change registration.
To sum up, the company can change its shareholders if it owes taxes. According to the principle of relativity of contract, the equity transfer agreement can only bind the two parties to the agreement, and its effect cannot reach the third party other than the two parties to the contract. Therefore, the company's creditors can only ask the company to bear the debt, but not directly ask the original shareholders to bear it.
Legal basis:
Article 3 of People's Republic of China (PRC) Company Law
The 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 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.