According to the Company Law of our country, shareholders bear limited civil debts with their capital contributions, so after the equity transfer, the original shareholders cannot be required to bear debts, except for the original shareholders who make false capital contributions or withdraw their capital contributions.
In principle, the company's default on debt will not change because of the change of shareholders. According to the law, the company is liable for its debts with all its property, and shareholders are liable for the company with their subscribed capital contribution or subscribed shares. After the new shareholder buys the equity from the original shareholder in the form of equity transfer and joins the company, the debt commitment is different under different circumstances.
In any of the following circumstances, the shareholders shall be jointly and severally liable for the debts of the company:
1, false capital contribution.
Article 28 of the Company Law: Shareholders shall pay their subscribed capital contributions in full and on time in accordance with the articles of association. Where the shareholders make capital contributions in cash, they shall deposit their capital contributions in full into the account opened by the limited liability company 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.
Where a shareholder fails to pay the capital contribution in accordance with the provisions of the preceding paragraph, he shall be liable for breach of contract to the shareholder who has paid the capital contribution in full and on time.
Article 30 of the Company Law: After the establishment of a limited liability company, if it is found that the price contributed by the company's non-monetary property is obviously lower than the amount stipulated in the company's articles of association, the contributing shareholders shall make up the difference; When the company is established, other shareholders shall bear joint and several liabilities.
2. Investment is not in place.
Article 22, paragraph 2, of Interpretation II of the Company Law: When the company's assets are insufficient to pay off its debts, if the creditors claim that the outstanding shareholders and other shareholders or promoters at the time of the company's establishment are jointly and severally liable for the company's debts, the people's court shall support them according to law.