1. Are shareholders of a limited liability company responsible for debts?
Shareholders of limited liability companies generally do not need to bear any responsibility for debts. Generally speaking, according to the provisions of the Company Law and relevant legal principles, the debts of the company must be borne by the company, and shareholders will not bear the debts of the company, because shareholders have limited liability to the company, and their obligations have actually been completed after the shareholders of the company have paid their capital contributions in full. The company's debts are borne by the company with all its own property, which has nothing to do with shareholders.
Nothing is absolutely the same. In some cases, the company's debts will be borne by shareholders:
In one case, the shareholder's contribution is false. There is no actual capital contribution, or the capital contribution does not reach the proportion agreed by shareholders as stipulated in the Articles of Association. It should be noted that, generally speaking, when a company is registered, the industrial and commercial registration authority will generally require the applicant to provide proof of capital contribution, usually the audit certificate of an accounting firm. If the company contributes in kind, it will be required to provide relevant evaluation documents. These documents will exist in the company's industrial and commercial registration files after the company is established. If the company fails to perform its debts in the lawsuit, the judge or lawyer who accepts the case can inquire about these materials. If these materials do not exist, shareholders can be required to bear the company's debts.
In the second case, shareholders withdraw their funds. Some shareholders will withdraw the original capital contribution as share capital after the company is registered and established, which will objectively reduce the company's capital and violate the principle that the company's capital remains unchanged. If the company is required to bear the corresponding debt liability in the lawsuit, but the company is unable to perform it, the shareholders of the company may encounter the possibility of demanding liability within the scope of withdrawing capital contribution, that is to say, the shareholders will have to bear it on behalf of the company.
Other situations, including many situations, such as shareholders operating in the name of the company without formal registration, causing debts or shareholders misappropriating the company's property to pay personal expenses, or some shareholders abusing the company's limited liability system to infringe on the interests of creditor's rights and seek improper interests for themselves, etc. Article 80 of the Provisions of the Supreme People's Court on Several Issues Concerning the Execution of People's Courts (for Trial Implementation) stipulates that "if the person subjected to execution has no property to pay off debts, and the registered capital invested by its start-up unit is untrue or registered capital flight, it may be ruled to change or add its start-up unit as the person subjected to execution, and be liable to the applicant to the extent that the registered capital is untrue or registered capital flight."
2. What obligations do the shareholders of the company undertake?
(1) Contribution obligation
(2) Obligation to attend the shareholders' meeting
(3) Obligation not to interfere with the normal operation of the company
(4) Obligation to prohibit voting rights under certain circumstances.
(5) Obligation not to abuse the rights of shareholders.
Originally, the shareholders' property was not related to the company's property, but the company's operation in that year would definitely affect the shareholders' personal interests in the end. Because company compensation means that shareholders have no profit to pay dividends, but under no circumstances should they bear the company's debts without a bottom line because the parties are shareholders.