1, the registered capital of the company is not in place, the capital contribution is insufficient (false capital contribution), and the registered capital is falsely reported. The registered capital actually paid in place can't meet the minimum requirements of the Company Law for registered capital, and the company's legal person status can't be generated according to law (the company's legal person status is denied), and the shareholders are jointly and severally liable for repayment; Where the registered capital actually paid in place meets the minimum requirements of the Company Law for the registered capital of the company, the difference shall be borne by the shareholders.
2. If shareholders withdraw the assets of the company, resulting in the company's insufficient performance ability, they shall be jointly and severally liable for the company's debts within the scope of withdrawing the assets of the company.
3. If there is only one major shareholder of the company and the remaining shareholders are only nominal shareholders or fictitious shareholders, the major shareholder of the company shall bear unlimited liability for the debts of the company, and the nominal shareholder shall be liable for compensation for the debts of the company.
A wholly-owned enterprise called a limited liability company is a natural person, and the owner of the enterprise bears unlimited liability for the debts of the company. If a limited liability company produces a shareholder due to the transfer of equity, and fails to recruit new shareholders and register the change of enterprise nature within six months, the shareholder shall bear unlimited liability for the company's debts.
5. It is difficult to distinguish between the company and shareholders or between the company and other companies due to the following circumstances, and the controlling shareholder shall be jointly and severally liable for the debts of the company;
(1) did not distinguish between the interests of the company and the profits of shareholders, resulting in serious confusion in the financial accounts of both parties;
(2) The funds of the company and shareholders are mixed and the same account is used continuously;
(3) The business between the company and shareholders continues to be chaotic, and the specific trading behaviors, trading methods and trading prices are dominated or manipulated by the same controlling shareholder.
Controlling shareholder refers to the shareholder who actually participates in the company's operation and management and can exert influence on the company's main decision-making activities; The controlling shareholder may be a shareholder holding a majority of shares, but is not limited to a shareholder holding a majority of shares.
6. If the shareholders' assets are mixed with the company's assets, and the shareholders' business is mixed with the company's business (related party transactions), the company's personality will be absorbed by shareholders and will no longer be independent, and shareholders will bear unlimited joint and several liability for the repayment of the company's debts.
Legal basis:
Company Law of the People's Republic of China
Article 31 After the establishment of a limited liability company, it shall issue a capital contribution certificate to the shareholders.
The capital contribution certificate shall specify the following items:
(1) Name of the company;
(2) Date of establishment of the company;
(3) The registered capital of the company.
(4) The name, amount and time of contribution of the shareholders.
(5) The serial number and date of issuance of the capital contribution certificate. The capital contribution certificate shall be sealed by the company.
Article 32 A limited liability company shall keep a register of shareholders, which shall record the following items:
(1) the name and domicile of the shareholders;
(2) Capital contribution of shareholders.
(3) The serial number of the capital contribution certificate. Shareholders recorded in the register of shareholders may exercise their rights according to the register of shareholders.
The company shall register the names of shareholders with the company registration authority; Where the registered items are changed, the registration of change shall be handled. Without registration or change of registration, it may not confront a third party.
Article 73 After the equity is transferred in accordance with the provisions of Articles 71 and 72 of this Law, the company shall cancel the capital contribution certificate of the original shareholder, issue the capital contribution certificate to the new shareholder, and change the records of shareholders and their capital contribution in the articles of association and the register of shareholders accordingly. There is no need to vote at the shareholders' meeting to amend the Articles of Association this time.