Corporate creditors
If a company lends money to a bank, the bank is also a creditor;
If a company borrows money from other companies, other companies are creditors;
If the company defaults, employees are creditors;
If a company owes money to other companies, such as project funds, the company that owes money is also a creditor.
What is the difference between creditors and shareholders?
1. Shareholders have ownership and creditors have claims.
2. General shareholders cannot withdraw their shares, but can only transfer them. After the creditor's right expires, the creditor may request repayment from the debtor.
You can participate in the company's decision-making by owning the company's shares. Owning creditor's rights has nothing to do with decision-making power.
4. There is no time limit for equity. Creditor's rights generally have only two years' limitation of action, and they lose the right to win the case after the expiration.
5. Shareholders can enjoy dividends. Creditors only have interest at most.
Content of creditor's rights
The rights enjoyed by creditors in the merger of companies include the right to know, the right to object, that is, the right to demand repayment or guarantee, and the right to demand relief for rights damage.
In the process of company merger, that is, when the debtor changes, the creditor has the right to know. Companies of all parties to the merger have the obligation to inform creditors of the fact of the merger and have the right to raise objections, which is stipulated by the legislation of various countries. For example, according to Japanese commercial law, a company should make an announcement within the statutory time limit after the shareholders' meeting decides to merge, informing creditors that they can raise objections to the merger within a certain time limit. According to the French company law, the merger plan of the company is announced by the companies of the merging parties in the statutory announcement newspaper of the province where the head office is located. China's "Company Law" also stipulates that the company shall notify the creditors within 10 days from the date of making the merger resolution and make at least three announcements in the newspaper within 30 days.
In practice, when applying the system of denying corporate personality to investigate shareholders' responsibilities, we should also pay attention to the following issues:
1. The system of denying corporate personality only denies corporate personality in individual cases and directly investigates shareholders' responsibilities, rather than fundamentally denying corporate personality. Except for a few cases, the company should still be recognized as an independent legal person.
2. In the case of denial of corporate personality, not all shareholders of the company should be liable for the debts of the company, but only the shareholders (mainly controlling shareholders) who abuse the corporate personality should be investigated for legal responsibility.
3. The direct responsibility of shareholders to creditors does not exclude the responsibilities that the company should bear, nor does it mean that the company's responsibilities are completely transformed into shareholders' responsibilities. The joint and several liability of shareholders should be supplementary joint and several liability, that is, the company's property should be used to pay off the debts first, and only when the company's property is insufficient to pay off the debts can shareholders bear the responsibility.
In order to fully protect the interests of creditors, shareholders who abuse corporate personality should not enjoy the right of set-off against the creditor's rights of the company they control. In the bankruptcy liquidation of a company, shareholders should not enjoy the right of exemption and priority.
The above is the difference between the company's creditors and the company's shareholders, to explain whether the creditors can participate in the company's management. Creditors are not qualified to participate in company management, because the company is not a creditor yet, and only when the legal representative of the company is really a creditor can they participate. That means that the company as a legal person can't pay its debts.