A company will generate a lot of debts in the course of operation, such as bank loans and accounts payable. The company will bear the responsibility for repayment of debts due, otherwise it will constitute a debt default and bear the liability for breach of contract. Shareholders of the company shall be liable for the debts of the company with their capital contributions. Shareholders who make false capital contributions or withdraw their capital contributions shall be liable to the extent of their capital contributions.
When the company suffers losses, the shareholders' liability shall be limited to the amount of capital contribution, and they shall not be jointly and severally liable for the debts in the course of the company's operation, except for false capital contribution or withdrawal of capital contribution.
Shareholders of a limited liability company shall be liable to the company to the extent of their subscribed capital contribution. That is, when the company assumes the debt responsibility, the shareholders are not directly responsible for the creditors, but are responsible for the company's debts with all their own assets. Shareholders' liability for the company's debts is reflected in their capital contribution to the company, and shareholders must be liable for the company's debts with all their capital contribution, and only to the extent of that capital contribution. In other words, shareholders will no longer be responsible for the company's behavior after fulfilling their capital contribution obligations in accordance with relevant laws and the articles of association.
If the shareholders have paid the capital contribution to the company and fulfilled their capital contribution obligations, the shareholders will not be liable when the company goes bankrupt.
Shareholders who fail to pay their capital contribution to the company and fulfill their capital contribution obligations must make up their subscribed capital contribution when the company goes bankrupt.
Exception: If the shareholders of the company abuse the independent status of the company as a legal person and the shareholders' limited liability to evade debts, which seriously damages the interests of the company's creditors, they shall be jointly and severally liable for the company's debts.
Shareholders of a joint stock limited company shall be liable to the company to the extent of the shares subscribed by them.
Shareholders of a company shall abide by laws, administrative regulations and the articles of association and exercise their rights according to law. Do not abuse their rights to harm the interests of the company or other shareholders, and do not abuse their independent legal person status and limited liability to harm the interests of the company's creditors.
Shareholders of a company who abuse their rights and cause losses to the company or other shareholders shall be liable for compensation according to law.
Shareholders of a company who abuse the independent status of a company as a legal person and the limited liability of shareholders to evade debts and seriously damage the interests of creditors of the company shall be jointly and severally liable for the debts of the company.
legal ground
Company Law of the People's Republic of China
Article 3 A company is an enterprise legal person, which has independent legal person property and enjoys legal person property rights. The company is liable for its debts with all its property.
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.
Article 28 Shareholders shall pay their respective subscribed capital contributions in full and on time in accordance with the Articles of Association. Where 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.
If the debtor of joint and several liability guarantee fails to perform the debt at the expiration of the debt performance period agreed in the main contract, the creditor may require the debtor to perform the debt, or may require the guarantor to assume the guarantee liability within the scope of its guarantee.