1. How to deal with related party transactions that harm the interests of creditors?
Related party transactions that harm the interests of creditors may be revoked. When the debtor conducts related party transactions that harm the interests of creditors, if the debtor's property is transferred free of charge through the signing of sales contracts or transfer contracts between related enterprises or related persons, or at an obviously unreasonable price, the creditor has the right to file a lawsuit for cancellation right and request the people's court to cancel the transfer.
According to Article 538 of the General Principles of the Civil Law, if the debtor disposes of the property rights and interests free of charge by giving up the creditor's rights, giving up the guarantee of the creditor's rights, transferring the property free of charge or maliciously extending the performance period of the due creditor's rights, which affects the realization of the creditor's rights, the creditor may request the people's court to revoke the debtor's behavior.
If shareholders control the company in an improper or unreasonable way, abuse the corporate personality and limited liability of shareholders, evade legal obligations and contractual obligations, and harm the interests of creditors, they should deny the independent corporate personality of the company at this time, add shareholders as debtors and bear joint and several liabilities for the company's debts.
The abuse of shareholders can be manifested as obvious lack of capital, high confusion of personality, excessive control and improper domination. However, the shareholders of the company advocate their own interests, and the creditors still trade with the company knowing that the shareholders abuse the corporate personality. The assets of the company are sufficient to pay off the debts, so the denial of corporate personality is not applicable, and the creditors should realize their creditor's rights through other channels.
2. What are the criteria for determining that the shareholders of a company infringe on the creditors of the company?
First, in the liability dispute that shareholders harm the interests of the company's creditors, shareholders are the subject of infringement. Is that you have to be a shareholder. According to the Company Law and other legal provisions and judicial practice, the qualification of shareholders can be determined from the following points: actually fulfilling the obligation of capital contribution or inheriting the company's shares according to law, recording as a shareholder in the company's articles of association and signing or sealing the company's articles of association, registering as a shareholder in the company registration authority, obtaining the certificate of capital contribution issued after the company is established, recording it in the register of shareholders, enjoying asset income and major decision-making power, and selecting management personnel according to the proportion of capital contribution, etc.
Second, shareholders abused the independent status of the company and the limited liability of shareholders. The legitimate rights and interests of shareholders are protected by law, and the company law also recognizes many legitimate rights of shareholders. The lawful exercise of rights by shareholders is protected by law, but the abuse of rights by shareholders will be punished by law. Article 20 of the Company Law stipulates: "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; Do not abuse the company's independent legal person status and shareholders' limited liability to harm the interests of the company or other shareholders. 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. "This article is also the establishment of the corporate personality denial system in the company law. The establishment of this system is conducive to standardizing shareholders' behavior and prompting shareholders to exercise their rights legally and justly.
Third, the purpose of behavior is to avoid debt.
Fourth, the result of the behavior is to harm the interests of the company's creditors. Harmful consequences mean that shareholders abuse their rights and harm the interests of creditors.
Fifth, there is a causal relationship between the consequences of damage and the behavior of shareholders. In other words, there is a direct causal relationship between the abuse of shareholders' rights and the damage results. When judging causality, judicial practice requires that as long as shareholders abuse their rights and objectively damage the interests of obligees, they should be determined that there is a causal relationship between their abuse of rights and the damage results, and there is no need to excessively require evidence to prove that shareholders are subjectively at fault.
The standard for determining that shareholders have infringed on the company's creditors is that the infringer in the dispute of shareholders' liability for harming the interests of the company's creditors is the shareholder, which abuses the independent status of the company as a legal person and the limited liability of shareholders. The behavior of shareholders is the behavior of avoiding debts, and the result is that the interests of the company's creditors are damaged, and there is a causal relationship between the damage consequences and the behavior of shareholders.