However, in the course of operation, some company shareholders have a large number of frequent capital exchanges between personal accounts and company accounts, and even use personal accounts instead of company accounts for company operations. In this case, should the company's shareholders be responsible for the company's debts? The author will analyze and interpret it through a related actual case.
Case summary
This shoemaking company and leather shoes company have a long history of business dealings. On 20 18, 1 10, the leather shoes company issued a statement to the leather shoes company, which stated that by 20 17, 12, the leather shoes company owed 365438. 2017,65438, the shoe factory repaid 500,000 yuan. As of February 28th, the arrears were 2017,65438,312,692,754.96 yuan. The list was confirmed by the special financial seal of the shoe factory and the strong signature of the legal representative.
Shoe company was established in 20 1 1 19 10, 12 February. The legal representative of the shoe factory was changed from strong to. On August 20th, 20 18, He Moshan transferred all 20% equity of his shoe factory to Qiang. On August 30th, 20 18, the registration formalities of equity change were handled in the administrative department for industry and commerce, and the shoe enterprise was changed from a limited liability company to a one-person limited liability company (strong one-person shareholder). On August 3rd, 2065438, the legal representative of the shoe factory was changed from He Moshan to Qiang.
During the trial, the plaintiff leather shoes products company applied to the court for the details of the bank account of the shoe factory in China Construction Bank Co., Ltd., only in June+10, 5438, there were 6 capital transactions with Qiang and 29 capital transactions with He Moshan.
The change rule of fund balance is that the company transfers funds to the personal account of Qiang or He Moushan, and the company transfers the external payment business from the personal account to the company account. He Moshan approved to lend the bank account with the tail number of 34 to the company, but there were many fund transactions in the detailed records of the bank account with the tail number of 46 in China Construction Bank Co., Ltd. from 20 1 in 2007 to 2065438+2 1 in 2008.
Leather Products Co., Ltd. brought a lawsuit to the court: ordered the defendant shoe factory to repay the leather money of 2,692,754.96 yuan and bear the interest on overdue payment; Defendants Qiang, He Moshan and the shoe factory are jointly liable for repayment.
Referee result
The court held that the contractual relationship between the plaintiff's shoes products company and the defendant's shoes company was established, which did not violate the mandatory provisions of laws and administrative regulations and was legal and effective. Due to the purchase of leather, the shoe factory owes the leather shoes company 2692754.96 yuan, and the leather shoes company demands repayment, which is well-founded in law and supported by our hospital.
On August 3, 2065438, KLOC-0, a shoe enterprise was registered as a one-person limited liability company. 20 18, 1 1, strongly confirmed the debt to the plaintiff on behalf of the company. As the sole shareholder of the company, during the trial of this case, he neither replied nor submitted the proof of the company's assets. Article 63 of the Company Law of People's Republic of China (PRC) stipulates: "If the shareholders of a one-person limited liability company cannot prove that the assets of the company are independent of their own property, they shall be jointly and severally liable for the debts of the company. "The plaintiff asked Chen Mou He Qiang Shoes Company to bear joint and several liability for the debt, which is well-founded in law and supported by our hospital.
Article 171 of the Company Law stipulates: "In addition to the statutory accounting books, a company may not set up other accounting books. For company assets, it is not allowed to open an account in the name of any individual. "
According to the law, under the premise of implementing real-name registration system for bank accounts, in principle, the nominal account holder is the account fund holder, and the company account may not engage in illegal fund transactions with managers and shareholders' accounts, so as to ensure the independence of the company's assets and normal economic order.
Before the change of shareholders' registration in the shoe factory on August 3rd, 2065438, the defendant He Moshan was a shareholder of the shoe factory, and He Moshan recognized that he lent his bank account with the tail number of 34 to the company for use. However, there was evidence that his account not only had frequent capital exchanges with the account of the shoe factory, but also his bank account with the tail number of 46 had many capital exchanges with the account of the shoe factory. The evidence also proved that he received the account from the shoe factory with the tail number of 78.
Collecting money from the company in the name of an individual, there is frequent exchange of a large amount of funds between the personal account of shareholders and the company account, which not only violates the prohibitive provisions of laws and financial regulations, but also leads to the company losing the basis for independently assuming debts. It is an illegal act to abuse the independent status of the company as a legal person and the limited liability of shareholders and harm the interests of the company's creditors. It should be recognized that the defendant He Moshan and the shoe factory are confused in personality and assets. The plaintiff's claim that the leather shoes products company requires it to bear joint and several liability with the shoe factory is well-founded in law and supported by our court.
Referee result
To sum up, the court ruled that the defendant's shoe company paid RMB 2,692,754.96 to the plaintiff's shoe company within seven days after the judgment came into effect. Defendants Qiang and He Moshan are jointly and severally liable for the above debts of the defendant's shoe factory.
case analysis
In this case, the shoe factory was established on June 9, 2011,20 18. Before the change of shareholders' registration of the shoe factory on August 3 1, He Moshan was the shareholder and legal representative of the shoe factory, and he Moshan recognized it as a bank with the tail number of 3444.
He Moshan's personal bank account is connected with the account of the shoe factory, and he receives the company's money in his own name. A large number of frequent capital exchanges between shareholders' personal accounts and company accounts not only violate the prohibitive provisions of laws and financial regulations, but also cause the company to lose the basis of independent debt, which is an illegal act of abusing the independent status of corporate and limited liability of shareholders and harming the interests of creditors of the company. Therefore, the court should find that the assets of He Moshan and the shoe factory are mixed, and order He Moshan to bear joint and several liability for the debts of the shoe factory.