If the signing shareholder does not make personal guarantee, he has no personal responsibility to repay the loan; Equity transfer,
Generally speaking, the original transferring shareholder does not need to bear the responsibility of the original company to repay the bank loan.
Second, does the company have any responsibility to the bank loan shareholders?
Legal analysis: the shareholders of a limited liability company are liable to the company to the extent of their subscribed capital contribution; Shareholders of a joint stock limited company shall be liable to the company to the extent of the shares subscribed by them. After fulfilling the responsibility of capital contribution, shareholders shall not be liable for the company's arrears, and shall be jointly and severally liable for making false capital contribution or withdrawing capital contribution.
Legal basis: People's Republic of China (PRC) Company Law.
Article 3 A company is an enterprise legal person, which has independent legal person property and enjoys legal person property rights. The company is liable for its debts with all its property. Shareholders of a limited liability company shall be liable to the company to the extent of their subscribed capital contribution; Shareholders of a joint stock limited company are limited to the shares they subscribe for.
Article 28 Shareholders shall make their respective contributions in accordance with the Articles of Association. Where a shareholder contributes capital in currency, he shall open an account opened by the monetary department in the bank; Where non-monetary property is used as capital contribution, the formalities for the transfer of property rights shall be handled according to law. In addition to failing to pay the capital contribution in accordance with the provisions of the preceding paragraph, shareholders shall also pay the fully paid shares on schedule.
3. Is the legal representative of a joint stock limited company responsible for the loan to the bank, the company or the individual?
You have a lot of questions, but the most important problem for you is that you are not clear about Ben. Is the payer a company or an individual?
1. If it is a personal loan, it has nothing to do with the company; If the company borrows long-term loans, the company should bear the responsibility. Because he is the legal representative of the company, he can conduct legal acts on behalf of the company.
2. If it is a company loan, no matter who the legal representative is, the company will bear the responsibility. Has nothing to do with the original legal representative. Banks don't hold individuals accountable.
3. The legal representative is the person in charge of the company as a legal person. He can conduct legal acts on behalf of the company without any authorization. With or without the consent of the shareholders' meeting, it does not constitute. Because the provisions of the company's articles of association are internal management actions of the company and cannot contravene the law. Shareholders of a company can call a meeting of major shareholders to exercise their rights.
4. Assuming that shareholders withdraw their capital contribution, other shareholders only bear limited liability for capital contribution. The act of withdrawing capital is a crime, and investors can call the police. If "withdrawing capital contribution" leads to the bankruptcy of the company, the shareholders shall only bear limited liability for the amount of capital contribution. I hope it will help you, please adopt it!
Four. What responsibilities should corporate loan shareholders bear?
For the company's loan, shareholders only bear limited liability, that is, they are liable to the extent of their capital contribution or subscribed shares. Shareholders do not need to bear additional responsibilities if they contribute in full in accordance with the shareholders' agreement. If the company's operating losses are insolvent, shareholders have no obligation to pay off. However, if the shareholder fails to pay the proportion of capital contribution in full before, he must make up the amount, and he does not need to bear the debt liability after making up the amount. Legal basis: Provisions of the Supreme People's Government on Several Issues Concerning the Application of the Company Law of People's Republic of China (PRC) (II) Article 22 When the company is dissolved, the unpaid capital contribution of shareholders shall be regarded as liquidation property. The unpaid capital contribution of shareholders includes the overdue capital contribution, and the capital contribution that is not due by stages as stipulated in Articles 26 and 80 of the Company Law. When the company's property is insufficient to pay off the debts, if the creditors claim that the unpaid shareholders and other shareholders or promoters at the time of the establishment of the company shall bear joint and several liabilities for paying off the debts of the company within the scope of unpaid capital contribution, the people's court shall support it according to law.