1. Abide by the Articles of Association;
2. Pay the subscribed capital contribution on schedule;
3. Limited liability for the company's debts; Shareholders of a limited liability company are only indirectly liable for the company's debts to the extent of their capital contribution, that is, shareholders do not have to be liable for the company's debts with their own personal property.
4. Help to fulfill obligations; Under the following circumstances, the shareholders of a limited liability company shall bear the obligation of capital contribution: when the company is established, if the shareholders make capital contribution in kind, industrial property rights, non-patented technology and land use rights instead of money, and the actual price after evaluation and pricing is obviously lower than the price evaluated in the company's articles of association, the contributing shareholders shall make up the difference, and other shareholders shall bear joint and several liabilities.
5. Additional capital contribution obligations; Additional capital contribution means that in addition to their respective capital contributions, the shareholders' meeting can also make a resolution to require shareholders to pay more than their capital contributions. The obligation of additional capital contribution is one of the articles of association of the company, that is, the company law does not list its contents, but it will take effect once it is recorded.
6. After the company is approved and registered, it shall not withdraw its capital contribution without authorization;
7. Honest trust in the company and other shareholders;
8. Other obligations that should be performed according to law.
What are the advantages and disadvantages of the company's shareholder limited liability system?
The main benefits of limited liability are to reduce business risks and encourage entrepreneurship. The company bears limited liability to the outside world, and shareholders also bear limited liability to the company. Paragraph 2 of Article 3 of the Company Law stipulates that the 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. Unlike a partnership, you don't have to involve your personal property. The shortcomings are also corresponding. Shareholders may abuse the independent personality of the company to harm the interests of creditors.
Under what circumstances can a company's shareholders bear unlimited liability or compensation liability?
1, the registered capital of the company is not in place, the capital contribution is insufficient (false capital contribution), and the registered capital is falsely reported. The registered capital actually paid in place can't meet the minimum requirements of the Company Law for registered capital, and the company's legal person status can't be generated according to law (the company's legal person status is denied), and the shareholders are jointly and severally liable for repayment; Where the registered capital actually paid in place meets the minimum requirements of the Company Law for the registered capital of the company, the difference shall be borne by the shareholders.
2. If shareholders withdraw the assets of the company, resulting in the company's insufficient performance ability, they shall be jointly and severally liable for the company's debts within the scope of withdrawing the assets of the company.
3. If there is only one public major shareholder, and the other shareholders are only nominal shareholders or fictitious shareholders, the major shareholder of the company shall bear unlimited liability for the company's debts, and the nominal shareholder shall be liable for compensation for the company's debts.
A wholly-owned enterprise called a limited liability company is a natural person, and the owner of the enterprise bears unlimited liability for the debts of the company. 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.
5. It is difficult to distinguish between the company and shareholders or between the company and other companies due to the following circumstances, and the controlling shareholder shall be jointly and severally liable for the debts of the company;
(1) did not distinguish between the interests of the company and the profits of shareholders, resulting in serious confusion in the financial accounts of both parties;
(2) Mixing with shareholders' funds and continuing to use the same account;
(3) The business between the company and shareholders continues to be chaotic, and the specific trading behaviors, trading methods and trading prices are dominated or manipulated by the same controlling shareholder. Controlling shareholder refers to the shareholder who actually participates in the company's operation and management and can exert influence on the company's main decision-making activities; The controlling shareholder may be a shareholder holding a majority of shares, but is not limited to a shareholder holding a majority of shares.
6. If the shareholders' assets are mixed with the company's assets, and the shareholders' business is mixed with the company's business (related party transactions), the company's personality will be absorbed by shareholders and will no longer be independent, and shareholders will bear unlimited joint and several liability for the repayment of the company's debts.
legal ground
company law
Article 20
Shareholders of a company shall abide by laws, administrative regulations and articles of association, exercise their interests according to law, and shall not abuse their interests to harm the interests of the company or other shareholders; The company's independent legal person status and the limited liability of shareholders shall not be abused to harm the interests of the company's creditors.