"Legal person" is not the correct expression, but should be expressed as "legal representative". If the debt problem is directly related to the legal representative (such as using the limited liability system to avoid debt and applying the "piercing the corporate veil" system), it may break through the protection of limited liability and involve personal property.
Legal analysis
"Legal person" emphasizes the fiction of the company, which actually refers to various companies. The law takes the company as the main body, so the company bears the debts of the company and the shareholders bear the debts of the shareholders.
China's company law system has strong planned economy characteristics, and the chief executive responsibility system is implemented. Therefore, whether it is the Company Law or the Civil Code, it is generally stipulated that after a legal person bears civil liability, the legal representative can become the object of recovery. Although the legal representative is required to be at fault, in actual operation, such as accidents in the production process and product liability accidents, the legal representative is usually responsible. However, if it is only a simple debt problem, for the protection of "limited responsibility system", if the legal representative as a shareholder fulfills the obligation of full capital contribution, it will not directly lead to the legal representative being held accountable.
However, this does not mean that they do not need to bear other corresponding responsibilities. For example, as directors, supervisors and other senior executives, they have the obligation of diligence and loyalty in the company law, and they need to bear internal responsibility for losses caused by performing their duties. Or if the company has fulfilled the obligation of full capital contribution in the early stage, but later uses the nature of the company to transfer assets, it will no longer be protected, and joint liability may be investigated, as the case may be.
legal ground
Article 61 of the Civil Code of People's Republic of China (PRC) According to the provisions of the law or the articles of association of a legal person, the person in charge of civil activities on behalf of a legal person is the legal representative of the legal person. The legal consequences of the legal representative's civil activities in the name of a legal person shall be borne by the legal person. The restriction of the legal representative's representation by the articles of association or the functions and powers of the legal person shall not be against the bona fide counterpart.
Article 62 of the General Principles of Civil Law of People's Republic of China (PRC) * * * If the legal representative causes damage to others while performing his duties, the legal person shall bear civil liability. After a legal person bears civil liability, it may claim compensation from the legal representative at fault in accordance with the law or the articles of association of the legal person.
Article 81 of the Civil Code of People's Republic of China (PRC) * * * A profit-making legal person shall set up an executing agency. The executive organ shall exercise other functions and powers as stipulated in the articles of association of the legal person, such as convening institutional meetings, deciding on the business plan and investment plan of the legal person, and deciding on the establishment of the internal management organization of the legal person. If the executive agency is the board of directors or executive director, the chairman, executive director or manager shall be the legal representative in accordance with the provisions of the articles of association of the legal person; If there is no board of directors or executive director, the main person in charge as stipulated in the articles of association of the legal person shall be its executive organ and legal representative.
Article 35 of the Company Law of People's Republic of China (PRC) After the establishment of the company, the shareholders shall not withdraw their capital contribution.
Article 200 of the Company Law of People's Republic of China (PRC) If the promoters and shareholders of a company withdraw their capital contribution after the establishment of the company, the company registration authority shall order them to make corrections and impose a fine of more than 5% 15% of the withdrawn capital contribution.