Regarding the joint liability of a limited liability company for debts, Article 3 of the Company Law clearly stipulates that a limited liability company and a joint stock limited company are enterprise legal persons. In a limited liability company, shareholders are liable to the company to the extent of their capital contribution, and the company is liable to its debts with all its assets. In a joint stock limited company, all its capital is divided into equal shares, shareholders are liable to the company to the extent of their shares, and the company is liable to the company's debts with all its assets. The limited company mentioned in this paper does not include joint stock limited companies, nor does it include foreign-invested enterprises. At present, there is no unlimited liability company or joint venture company in China (although sole proprietorship and partnership investors bear unlimited liability, they can't be called companies), and the registered capital also adopts the paid-in capital system, that is, the registered capital of the company must be actually put in place at one time (except for foreign-invested enterprises, the registered capital is allowed to be put in place in batches), but it is conditional and prerequisite for shareholders of a limited liability company to assume limited liability for debts arising from the company's operation, that is, the registered capital will actually be put in place only when the shareholders of the company set up the company according to law, and there is no situation of withdrawing
Legal objectivity:
Article 3 of the Company Law of People's Republic of China (PRC) is an enterprise legal person, with independent legal person property and 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 shall be liable to the company to the extent of the shares subscribed by them. Article 13 of People's Republic of China (PRC) Company Law The legal representative of the company shall be the chairman, executive director or manager in accordance with the articles of association, and shall be registered according to law. Where the legal representative of the company changes, it shall go through the registration of change. 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.