Shareholders illegally transfer company assets.

Subjectivity of law: Article 20 of the Company Law stipulates that shareholders of a 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. It is the basic obligation of shareholders to exercise their rights correctly in accordance with the law and the articles of association. Based on the principle of reciprocity of rights and obligations, shareholders of a company have the obligation to exercise their rights properly while enjoying various rights. Their legitimate exercise of rights is protected by law, and their abuse of rights will be punished by law. Combined with the actual needs of company practice in China, this article stipulates the general principles of shareholders' legal exercise of rights and their civil liability for abuse of rights. Compared with the company law before the amendment, this law gives shareholders more substantive rights to fully protect their legitimate interests. When shareholders exercise their rights: first, they must abide by the provisions of the law on the exercise of rights; The second is to exercise in accordance with the procedures prescribed by law. The exercise of rights by shareholders shall not harm the interests of the company and other shareholders. For example, this law stipulates that shareholders should abstain from voting on matters guaranteed by the company; If shareholders violate this provision and forcibly participate in voting, it will constitute the abuse of shareholders' rights. Another example is that this law stipulates that shareholders of limited liability companies have the right to audit accounts; However, the premise is that shareholders should have legitimate reasons, generally because the company's business activities, especially in financial treatment, are suspected of harming shareholders' interests. If the shareholders steal the company's business secrets for the purpose of personal operation, it constitutes the abuse of rights by shareholders. For another example, the company's articles of association stipulate that the company's sale of major assets requires a special resolution of the shareholders' meeting; The controlling shareholder of the company ignored the provisions of the articles of association and forced the management to sell assets without legal procedures, which also constituted the abuse of shareholders' rights. Where a shareholder abuses his rights and causes losses to the company and other shareholders, the shareholder who abuses his rights shall be liable for compensation. This provision is conducive to standardizing shareholders' behavior and prompting shareholders to exercise their rights legally and justly. Shareholders shall not abuse the company's independent legal person status and shareholders' limited liability to harm the interests of the company's creditors. In order to protect and encourage investment, and to ensure the flexibility and efficiency of the company's operation, the Company Law has created a limited liability system for shareholders and the company's independent legal person status. As far as shareholders are concerned, after making full investment as agreed, they will enjoy limited liability treatment and will no longer be responsible for the company's debts; Shareholders exercise their rights through legal procedures established by the company's power organs and do not directly interfere with the company's operations. The company independently uses the property invested by shareholders to engage in business and create profits. In the course of business activities, the company independently incurred creditor's rights and debts with creditors, and assumed the resulting civil liabilities. However, in real economic life, some shareholders control the company through various channels. In order to earn high profits or avoid debts, they often misappropriate company property without authorization, or confuse it with their own hot pot, account and business. In order to achieve illegal purposes, some shareholders set up shell companies to engage in illegal activities, actually control the company, but evade responsibility under the guise of limited liability. Under these circumstances, the company has actually lost its independent legal person status, which has been abused by shareholders. At the same time, shareholders use the above methods to evade responsibility and abuse limited liability treatment; And the company's creditors will face huge trading risks. Faced with this practical problem, some countries, while maintaining the basic principle of limited liability of shareholders, have created the system of denying corporate personality (called "unveiling the corporate veil" in common law countries) in order to effectively protect the interests of creditors and maintain the normal trading order. That is to say, if the statutory conditions are met and it is determined that the shareholders have abused the independent status and limited liability of the company as a legal person, they can "unveil the veil of the company", regard the shareholders and the company as a whole, and investigate the legal responsibilities of the shareholders and the company. Shareholders who abuse the independent status of a company as a legal person and the limited liability of shareholders shall be jointly and severally liable for the debts of the company. China's practice time is not long. For various reasons, although some companies are well organized, ownership and management rights are not completely separated. Coupled with the lack of commercial integrity, shareholders use the independent position of the company to occupy the company's property, evade debts, and harm the interests of creditors. The revision of the company law further relaxed the establishment of the company and related controls, and at the same time, it is necessary to introduce the system of denying the corporate personality to prevent shareholders from abusing the corporate personality and obtaining illegal benefits with limited liability, thus protecting creditors and maintaining the normal trading order. To apply this provision, we should grasp the following principles: first, adhere to limited liability as the cornerstone of the company system. The application of the company law should safeguard the limited liability of shareholders, and the company should bear civil liability independently according to law. Therefore, the application of the disregard of corporate personality system should be limited to specific cases in judicial trials, and its scope of application should not be expanded at will. Secondly, China's corporate personality denial system is mainly suitable for shareholders to abuse the independent status of the company and evade debts with limited liability, that is, shareholders have subjective malice and specific behaviors to evade debts; There should be consequences that seriously harm the interests of the company's creditors. Creditors may directly request the people's court to recover from shareholders. Third, the criteria for determining the behavior of shareholders abusing the independent status of the company and shareholders' limited liability shall be specified by the Supreme People's Court in accordance with the basic principles of this article; The people's courts shall abide by the relevant provisions when trying company cases.