The difference between management team and shareholders' responsibilities

Shareholders are mainly responsible for capital contribution, and only make decisions on the operation and personnel appointment and dismissal of major companies, which are made by the shareholders' meeting. Generally speaking, shareholders are mainly responsible for the decision-making of capital contribution and major business matters of the company. The person in charge of the management team generally refers to the legal representative, who is mainly responsible for implementing the resolutions of the shareholders' meeting and the board of directors, managing the daily affairs of the company, deciding the general business matters of the company, and being responsible for performing his duties.

Legal analysis

Shareholder's liability generally refers to the limited liability of shareholders, which is a type of company. The essence of shareholders' limited liability is to be responsible for the company with limited capital contribution, and the principle is to follow the principle of complete separation between the company and shareholders. Shareholders' limited liability refers to the shareholders' liability to the company within the limit of capital contribution, and their external liability through the company as an intermediate. Limited liability of shareholders is the cornerstone of modern company law. It can be said that the formation and establishment of modern corporate legal system and the perfection of various specific systems are closely related to the limited liability of shareholders. If the shareholder limited liability system is removed, the construction of modern company law will be difficult to support, and the modern company legal system will inevitably lose its focus. Shareholders' limited liability is not a principle since the company system came into being, but a product of the company's development to a certain historical stage. Taking shareholders' limited liability as a basic principle conforms to the development direction of modern company law and the reality of company legislation. The principle of shareholders' limited liability has two meanings: shareholders' liability to the company is limited by their capital contribution or shares held, which is legal limited liability; The company's independent responsibility, shareholder responsibility and company responsibility are separated from each other. Shareholders are responsible to the company, not to the creditors of the company; The company's responsibility belongs to the company's responsibility, and in principle, it cannot be recourse to shareholders. The principle of limited liability of shareholders has played a great role in promoting the development of the company.

legal ground

Article 20 of the Company Law of People's Republic of China (PRC) Company shall abide by laws, administrative regulations and 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.