Legal analysis
Legal person obligation refers to the limited obligation based on legal person industry. The legal person industry is the basis for legal persons to bear civil liability. The essence of legal person obligation is the limited obligation of legal person industry. After the establishment of a legal person, the external liabilities incurred in the normal business activities should undoubtedly be the responsibility of the legal person and should be borne by the legal person. However, in the process of economic activities, legal persons are not static, but constantly changing dynamically, and legal persons may be revoked, closed down or bankrupt from the establishment to the later stage. The establishment of liability when a legal person is established determines the liability after the legal person is closed. 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 is actually put in place when the shareholders of the company set up the company according to law, and there is no wholly-owned enterprise called 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. In a limited liability company, the shareholders of the company are limited to the amount of capital contribution and bear limited liability for the company's debts.
legal ground
Company Law of the People's Republic of China
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 shall be liable to the company to the extent of the shares subscribed by them.