Limited Trouble Of Limited Company

When entrepreneurship becomes more and more easy and even romantic, when the convenience of enterprise intermediary service is everywhere, entrepreneurs need to pay more attention to the details and pay attention to the specification of the procedure.

The infinite trouble of limited company

When you are doing business or running an enterprise, the most commonly used form is the establishment of a limited liability company.

This type of company is a good protection for investors. If investors fail due to bad management, investors will have to repay their debts only with their own money.

However, in Hangzhou, Zhejiang, there is a shareholder of a limited liability company named Ming Chung.

Shareholder: unlimited liability? Is there a mistake?

Hangzhou Ming Zhong company is mainly engaged in chemical fiber products.

The so-called chemical fiber products are essentially semi-finished products used for the production of cloth after being refined by petroleum.

In 2007, due to the problems of the quality of Ming Zhong's products, the enterprises could not continue to operate.

When it collapsed, Ming Ming company not only had no assets, but also owed 970 thousand of the Bank of China Xiaoshan branch.

Ming Chung has two shareholders, Shen Shui shares accounted for 95% of the company.

Shen Shen was the last one to leave the company.

Watching some creditors moving the desks and chairs in the office, tears in Shen Shui could not help falling.

After the closure of Ming Chung, the majority shareholder Shen Shui had no idea of starting business again.

At the invitation of his friend, he worked in a friend's company.

However, if a person is unlucky, he will drink cold water.

On that day, two comrades from the court came to find him and handed him a summons.

Shen Shui looked at it and told him that it was the Bank of China Xiaoshan branch. The bank demanded that the company pay 970 thousand of the loan, and the shareholders should assume unlimited joint and several liability in Shen Shui.

Shen Shui was surprised.

Their company is a limited liability company, since the company has closed down, and its own 580 thousand investment has also been lost, the responsibility should be.

Now, why do banks have to shoulder unlimited joint and several liabilities to repay 970 thousand of the bank's loans?

Shen Shui said, "you must be mistaken!

Impossible. I am boundless duty.

I have a business license issued by the State Commerce and Industry Department, that is, limited liability company.

Bank: resolutely recover malicious borrowers!

Governor mijian is vice president of the Bank of China, Hangzhou Xiaoshan branch, who specialize in the recovery of arrears.

On that day, the following two sub branches reported to him that 970 thousand of the loans of a company called Ming Zhong company had expired, but it had not been reimbursed.

Mr. Mi asked his subordinates to do more work for Ming companies and recover loans.

The responsibility falls on Wu Yufeng, governor of Hangzhou Xiaoshan melon branch, Bank of China.

He found the deep water.

However, the operation of Ming Ming company has been difficult at this time.

Wu Yufeng said: at that time, the number of goods imported by the Ming and Qing companies was 10 thousand, which could be sold for 10200 yuan before, but because of the fluctuation of the market, it was 8500 yuan and 9000 yuan later.

Seeing that the company has no ability to repay the loan, the bank has proposed a solution: the loan principal can not be paid at once, and interest can be paid first.

The two sides agreed to return thirty thousand per month.

However, three months later, Shen Shui did not repay the bank's penny.

When Wu Yufeng again found Shen Shui, his reply was: "I have no money to make money, the business has gone bankrupt, no ability to repay money."

Subsequently, Shen Shui suddenly disappeared from the sight of the bank.

Wu Yufeng thought of all the ways he could think of, but he could never find it.

This incident has completely broken the relationship between banks and Shenshui.

President Mi Jian said: "this is irresponsible to ourselves and irresponsible to banks. It must be deliberate.

He knew that the money could not return and ran away.

To put it plainly, it is a kind of malicious debt avoidance.

It should be said that at that time, the bank's judgement on Shen Shui was a suspicion after all.

But in the near future, the reappearance of Shen Shui made the bank even more convinced of this speculation.

Three months later, the people from the sub branch came to MI Jian's office and told him: Shen Shui came back, and he was doing business. He had a small business department, and he drove a car.

The company collapsed, and he was very healthy. The bank analyzed people with common sense of law in giving advice to Shen Shui, that is, you registered as a limited liability company. Anyway, your company has lost it, and you can't pay for it yourself.

Shen's behavior made him more confident that he was using the limited company.

It was learnt that the bank thought he had been very handsome, and Shen Shui and his family were worried.

The wife in Shen Shui said, "they are their own ideas.

They say we are handsome. What are we going to do?

She said the cars they use are not their friends, they are borrowed by friends.

She also showed their Santana driving cart, which is not their husband and wife.

But the key to the problem is no longer here.

A new discovery has brought the situation to a precipitate turn.

Where does a million unlimited liability come from?

For banks, if the loans can not be repaid, they must assume responsibility from the lender to the governor.

In addition, he felt that he was in a bad way to avoid paying the loan, so the bank was determined to recover the loan.

Just then, the turnaround appeared.

After careful inspection of Ming company registration information, the bank found that Shen Shui did not invest in accordance with the regulations.

Originally, the registered capital of Ming Ming company was 600 thousand, and Shen Shui's contribution was 580 thousand.

However, the bank found that there was a flaw in Shen Shui's contribution.

In the capital verification certificate issued by Xiaoshan audit firm to Ming Zhong company, it is stated that the capital contribution in Shen Shui is 580 thousand - the capital contribution certificate is the statutory evidence of whether a company's registered capital is in place. Why should the bank still have flaws?

Mi Jian said, "although he has a capital verification certificate issued by the audit firm, what does the auditor do to verify the capital verification?

Further digging, we found that there were two passbooks, which were verified by passbook.

Originally, when the bank went to the Xiaoshan Bureau of industry and commerce to investigate the archives of Ming Ming company, it was found that when the company was established, the personal deposit certificate in Shen Shui was used for capital verification.

Mi said: "he is not in the business account, nor is he."

The bank believes that if the registered capital is not in place, the qualification of the limited liability company will not be established. Shen, as a shareholder of the investor, must bear full responsibility for the consequences arising from the whole operation process, that is, the rights and obligations of the limited liability company can not be enjoyed.

Since it is not limited, it is unlimited. As a contributor, it is necessary to repay the debts of the bank with its greatest ability or even family property.

The bank believes that Shen Shui should undertake unlimited liability to repay 970 thousand debts.

So, did the registered capital of Ming Ming companies really not in place?

For the bank's statement, Shen Shui feels wronged. He said he had invested in full.

He said he did not know what the bank said about the defect of capital contribution.

At first, because I didn't know how to register a company, I asked friends to help me, and my friends did what I said.

The auditor asked him to invest 580 thousand of his savings, and he gave his bank passbook to Xiaoshan audit firm.

Shen Shui did not expect him to be so embarrassed by his negligence at first sight.

Is it true in Shen Shui?

Deputy director of Hangzhou Xiaoshan Audit Office recalled the original situation and said: "at that time, capital verification was very irregular.

The whole CPA profession is like this.

As for your financial contribution, I didn't know the specific procedures at that time.

Negligence of capital injection has caused great misfortune.

Although Shen Shui felt very aggrieved, after all, he could not prove that his registered capital was in place, so the bank thought he should undertake unlimited liability to repay bank loans.

Before long, the bank filed a lawsuit against the Xiaoshan District Court: requiring the Ming company to repay 970 thousand of the loan.

After the prosecution, MI hung was also worried that if the lawsuit could not be won, it could bring serious consequences: "it is possible that some other similar enterprises, when there are signs of operational difficulties, do not operate from the most responsible attitude, from the perspective of the responsibility of enterprises to banks, but are likely to follow suit.

Banks are under pressure. "

However, there is no legal provision for the shareholders of limited companies to undertake unlimited liability.

What kind of judgment will the court ultimately make?

Shortly afterwards, the Xiaoshan District Court made a first instance decision: Xiaoshan Ming Zhong Material Co., Ltd. returned 970 thousand yuan to the Bank of China Xiaoshan branch of Hangzhou, China. Shen Shui was jointly and severally liable for payment obligations.

This means shareholders have unlimited joint liability for the debts of the company.

Hangzhou Xiaoshan District Court judge said: Although there is a capital verification report in this case, it comes from two personal certificates submitted in Shen Shui, and personal certificates of deposit can not be used for capital verification.

Therefore, the court held that the two shareholders' funds were not in place, and it should be recognized that they did not have the legal person qualification, that is, what we normally said was no longer limited liability protection, and should be held unlimited joint and several liability.

The shareholders of a limited liability company bear unlimited liability for the debts of the company. Yin Tian, a professor of Peking University Law School, believes that it is worth promoting: "if shareholders still falsely verify capital, invest less or run away from capital, if we still assume that the company is responsible for debt repayment, then the interests of creditors will not be protected at all.

In addition, it may also generate such an investor who does not inject funds into the company when he or she is registered, or run away after injection of funds. In such a case, the company may become a tool for investors to obtain illegal interests and use to insure creditors.

Because it is an empty shell, it is actually a fraud to creditors.

Therefore, in this case, we say that as long as the investor implements such an illegal act, he will assume unlimited liability for the company's debts. This is very important for us to standardize the registration order of the company, standardize our market order, and establish a company's good commercial reputation.

It should be said that the limited liability company is a very mature form of the company, which can maximize the protection of the interests of those shareholders who start the business, so that these shareholders will have a chance to make a comeback after the failure of the business.

However, because some people do not understand the company registration process when they register, they are entrusted with some intermediary to carry out possible non standard registration. This may be a great hidden danger for the future operation of enterprises. It deserves today's young entrepreneurs who are full of dreams.

In the face of credibility, don't say you don't know.

The three carriages of healthy development of market economy are interest driven, honest contracts and survival of the fittest.

In such an unregulated market environment such as China, there are serious problems in these three aspects.

This case is a typical case that violates the second principles.

On the face of it, shareholders are not strict in their registration of companies, and they have to take the initiative to bear unlimited liability.

But to dig deeper, it will be found that this is a case involving corporate credit contract consciousness.

We may analyze it from three aspects.

First of all, the failure of registered capital is a common problem for many small and medium-sized enterprises.

If we do not borrow money or fight a lawsuit, the problem is not important.

But once we encounter the dispute in this case, trouble will come, and it is no basis to shirk it with our own ignorance.

Therefore, in order to avoid risks, small and medium-sized enterprises only bear limited liability when they have problems. They must make the registered capital in place without any loopholes.

Secondly, we must face the problem positively and avoid it.

Debt repayment is a good faith duty.

Even if it can not be paid at once, it can be negotiated with banks and slowly repaid.

If we consciously use the "limited company" to escape responsibility, it is irresponsible for themselves and others. How can we survive in the future?

If a person does not have a reputation, it should be blacklisted in the market economy.

Of course, since China does not yet have a similar "social security number" system in the United States, it has led to many people who have "loopholes" in one place, screwed up and re registered in another place, so that they can live very well.

Finally, why does a bank give a loan of 970 thousand yuan to an enterprise whose registered capital is only 600 thousand?

If there are bad debts, what will the interests of banks depend on?

So banks have responsibilities in this case.

If there are no flaws in Ming's registration, the bank's loan can only be wasted.

This case exposes a systematic problem, the integrity contract consciousness is not in place, the legal protection system is not perfect, people do not dare to trust others easily, the result can only use the stupidest way to protect themselves, thus increasing the operation cost.

This is the fundamental reason why "Chinese people are hardworking but not rich".

The lack of honesty has made the whole society pay a heavy price.