Provisions of the Supreme People's Court on Several Issues Concerning the Application of the Company Law of People's Republic of China (PRC) (III)
Article 18? If the shareholders of a limited liability company fail to perform or not fully perform their capital contribution obligations, and the transferee knows or should know that the company requests the shareholders to perform their capital contribution obligations, and the transferee bears joint and several liabilities, the people's court shall support it; Where the creditors of the company bring a lawsuit to the shareholders in accordance with the provisions of the second paragraph of Article 13 of these Provisions, and at the same time request the transferee to bear joint liability for this, the people's court shall support it.
The people's court shall support the assignee's claim for compensation from shareholders who have not fulfilled or not fully fulfilled their capital contribution obligations after assuming the responsibilities in accordance with the provisions of the preceding paragraph. However, unless otherwise agreed by the parties.
Second, what restrictions does corporate governance have on the rights of defective shareholders?
Restrictions on the rights of shareholders who have not contributed, fully contributed or withdrawn their contributions, their heirs and other defective shareholders include:
1, voting rights are limited. The Interpretation of the Company Law clearly stipulates that if a shareholder fails to perform or fails to fully perform his capital contribution obligations or withdraws his capital contribution, the company shall, according to the company's articles of association or resolutions of the shareholders' general meeting, make corresponding reasonable restrictions on his shareholder rights, such as the right to request for profit distribution, subscription of new shares and the right to request for distribution of surplus property, and the people's court shall not support the shareholder's request if it is deemed invalid.
2. Profit distribution right and subscription right of new shares are restricted. According to the Company Law, shareholders will receive dividends in proportion to their paid-in capital contribution; When the company increases its capital, shareholders have the priority to subscribe for the capital contribution in proportion to the paid-in capital contribution. Except that all shareholders agree not to pay dividends according to the proportion of capital contribution or not to subscribe for capital contribution in priority.
3, the company bankruptcy, dissolution and liquidation of the capital payment responsibility. 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 in installments as stipulated in the Company Law. When the company's property is insufficient to pay off the debts, if the creditors claim that the shareholders who have not paid their capital contributions 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 their unpaid capital contributions, the people's court shall support them according to law. It should be noted that the above-mentioned liability system is still applicable after the capital contribution system of the Company Law is changed to the subscription system.
4. The right to distribute surplus property is restricted. When the company is liquidated, the remaining property of the company after paying liquidation expenses, employees' wages, social insurance expenses and statutory compensation, paying taxes owed and paying off the company's debts shall be distributed by the limited liability company according to the proportion of shareholders' capital contribution, and by the joint stock limited company according to the proportion of shares held by shareholders.
5. Defective shareholders have no right of prescription defense for capital replenishment responsibility. If the shareholders of the company fail to perform or not fully perform their capital contribution obligations or withdraw their capital contribution, the company or other shareholders request them to fully perform their capital contribution obligations or return their capital contribution to the company, and the defendant shareholders plead on the grounds of limitation of action, the people's court will not support it.
These are Bian Xiao's answers to relevant legal questions. If a shareholder discovers his false capital contribution after transferring his shares, and the transferee knows it, the company requires the shareholder to fulfill his capital contribution obligation, and the transferee shall bear joint and several liabilities for it. If you need legal help, readers can go to Hualv.com for consultation, and there are professional lawyers in Hualv.com to answer your questions.