Case | Shareholder borrowed more than 50 million yuan for the personal loan of the operating company, can it be directly required for other shareholders to bear it? (2021) SPC Minshen No. 4524
In the early years, Wang and Liu operated Xinjiang Baicheng YinxiTieke Coal Industry Co., Ltd., in actual operation, mainly by Wang, after Liu died of illness, Yuan and Liu inherited 40% of the equity of the coal company held by Liu after many lawsuits, and Wang claimed that he had borrowed 55 million yuan for the operation of the coal mine and was also inherited by Yuan and Liu. After trial, the Supreme Court's retrial collegial panel held that:
The retrial applicant Wang Pu applied to this court for a retrial in connection with the company-related dispute with the respondents Yuan Qin, Liu Shengyuan and the third party in the original trial, Xinjiang Baichengyin Xitieke Coal Industry Co., Ltd. (hereinafter referred to as the Coal Industry Company), and was dissatisfied with the Civil Judgment of the Higher People's Court of the Xinjiang Uygur Autonomous Region (2020) Xinmin Zhong No. 359. This court has formed a collegial panel to conduct a review in accordance with law, and the review has now been concluded.
"The basic system of limited liability in the Company Law has the effect of protecting the company's shareholders Wang and Liu from direct requests from external creditors, and There is no statutory obligation between Wang and Liu to jointly bear the company's external debts." Liu died of illness, and the heir inherited the 40% equity of the coal company held by Liu. After Wang took on the debts of the coal company, he obtained corresponding rights that were not greater than those of other external creditors of the company, and there was no legal basis and factual basis for requesting the heirs of the coal company to bear the liquidation liability without claiming and confirming that the heirs of the coal company had made false contributions or otherwise specially agreed."
That is to say, the debts borne by Wang on behalf of the coal company only enjoy the rights of the general creditors to the coal company, and cannot be required to be borne by the successor shareholders based on the relationship between the shareholders, and the successor shareholders only bear limited liability according to the capital contribution.
The above examples are for reference only.
