There is no agreement on the previous debts of the company before the shareholding. What responsibilities do new shareholders need to bear?
Legal issue: When I signed the shareholding agreement, there was no agreement on the company's previous debts. What kind of responsibilities do the new shareholders of a limited liability company bear for the company's previous debts? What is the legal basis? (Lawyer Call Center invites Lincang lawyer to answer this question for you. Lawyer Liu: The debts of the company shall be borne by the legal person of the company. As a part of the company's funds, the funds you have invested in can be used to bear the debts. Lawyer Sun: Unless otherwise agreed, you have to bear the debt. Related knowledge-the significance of establishing creditor's subrogation With the development of China's socialist market economy, disputes over creditor's rights and debts have also increased rapidly, which was once regarded as a stubborn disease that plagued the reform and development of state-owned enterprises, which not only brought harm to the normal production and operation of enterprises, but also affected social stability to a certain extent and caused certain obstacles and confusion to judicial activities. The execution of debt cases is becoming more and more difficult, which has caused great harm to social and economic order and business ethics. The subrogation system established for the first time in People's Republic of China (PRC) Contract Law breaks through the traditional civil law theory and the concept of debt preservation in China, makes up for the shortcomings of traditional debt relief methods, and expands the legal relief of debt from a single debt subject to creditor's subrogation. First of all, the establishment of creditor's subrogation system is conducive to protecting the legitimate rights and interests of creditors and satisfying their claims. Before modern civil law, creditors were strong, debtors were weak, debtors borrowed money for consumption, and laws tended to protect debtors. Today, the purpose of lending is more for financing and profit, the debtor is no longer weak, and the law is more inclined to protect creditors. In the current economic development of China, the opposition between debtors and creditors is unbalanced, with debtors in a strong position and creditors in a weak position. Some debtors don't try to pay their debts, but hide their property by hook or by crook to avoid their debts, or don't claim their debts at all, or even give up their debts. Creditors have to spend a lot of energy to "beg" debtors in order to repay their debts. Even in the stage of litigation and execution, there are still many difficulties in realizing creditor's rights. The establishment of creditor's subrogation system provides a legal basis for creditors to realize their claims through self-help. Secondly, the establishment of creditor's subrogation system is conducive to the development of judicial activities. With the rapid development of social economy, the relationship between creditor's rights and debts has become more and more complicated, and debt disputes have also increased sharply. In the past, when people's courts tried debt cases, the subject of their rights could only be the creditor or the plaintiff, and the subject of their obligations could only be the debtor or the defendant. It rarely involves the third party, and the creditor can't directly claim the right to the third party through subrogation, let alone investigate the debtor's responsibility for being lazy in exercising his creditor's rights. In the execution procedure, the people's court can only seize and withdraw the debt income of the person subjected to execution, seal up, detain, freeze, auction and sell the property of the person subjected to execution, but it does not involve the property rights of the person subjected to execution to a third party, and this part of the property cannot be used as the object of execution. When the debtor does not have enough property to perform his debts, he deliberately fails to exercise his creditor's rights. Creditors have no way to deal with debtors, and it is difficult for courts to take compulsory measures against debtors' claims. This provision of subrogation in the Contract Law enables creditors to increase the debtor's debt property by exercising subrogation, which provides a more detailed legal guarantee for solving the problem of "difficult debt collection and execution" and realizing creditor's rights. Creditor's subrogation Finally, the establishment of creditor's subrogation system is the need of the development of market economy. Modern economy has developed from natural economy to credit economy. Credit economy is a special form of value movement based on repayment, and it is the unity of borrowing and returning. If one of the chains is cut off, bank credit, capital credit, consumer credit and even national credit may be cut off, and its negative impact is enormous. It is difficult to collect debts and implement them, which makes the realization of creditor's rights in trouble. This is not only a matter of interest between creditors and debtors, but also a matter of credit basis involving the whole social transaction. The existence of a large number of bad debts makes the "soft constraint" of China's market credit lose its due binding force, and even endangers the financial order and the normal development of the market economy. Therefore, the protection of creditor's rights should be based on the healthy and orderly development of market economy to protect the safety of market credit and commodity trading. Creditor's subrogation provides a new way and choice for restraining and regulating debt behavior, which enables creditors to protect and realize their creditor's rights more effectively, thus providing guarantee for maintaining market credit and promoting market economic development.