"After the equity transfer, it made us bear hundreds of thousands of debts of the original company, and having a bad record had a great impact on our business." Mr. Lu and his friend, a citizen, went through the formalities of the transfer of an equity of a company through Dingque Technology Co., Ltd. in Chengdu in 2019, and at that time, the transfer company was required to have no relevant debts, but they did not expect that shortly after changing the registration procedures, the original company had a debt dispute. Mr. Lu believes that the intermediary company has not verified and informed in detail, and should bear the corresponding responsibility and ask for explanations from it.
On June 1, the Red Star News reporter came to Dingque Technology Co., Ltd., and the person in charge of the relevant business department said that the company had carried out the equity transfer agency work legally and compliantly, and there was indeed no debt dispute before the transfer company registered the change. At the same time, the contract stipulates that the debt should be borne by the original company in such a situation, "We will cooperate with the customer to pursue responsibility to the company, and the original company has been contacted, and they said that they will bear the corresponding debt liability." ”
Top croak
【Customer complaint intermediary】
The transfer company that has just taken over is saddled with hundreds of thousands of debts
"Obviously said to find a company without debt disputes, how can you suddenly have more debt"
"Worried that the small intermediary is not reliable, I rushed to the big platform like Ding Que, thinking that they would be better at the company's capital verification, but the result was still pitted." Mr. Lu said angrily that he had originally partnered with his friends to do business, but in order to facilitate the operation, he did not want to register a new company, and was ready to take over a company through equity transfer. At the end of February 2019, they looked for companies with no debt disputes, bad credit records, and a certain operating age through Dingque Technology Co., Ltd., and soon Dingque looked for them. After understanding the relevant information, he signed the "Share Transfer Agency Agreement of the Limited Company" with Dingque and paid 7780 yuan for the equity transfer. Subsequently, in April, the registration of the change of shareholding was successfully completed, and the new company began to operate.
The mediation's chat history with the customer
In January this year, Mr. Lu unexpectedly found that a risk warning appeared on the company's industrial and commercial information, which was a copy of the complaint issued by the court and a summons for the opening of the court. "Obviously, I said that I was looking for a company with no debt disputes, but how did I suddenly have an extra debt?" Mr. Lu believed that there was a problem in the agency business, and did not verify it clearly and inform the customer, "If you knew that there was a problem at that time, you would definitely not take over."
Therefore, Mr. Lu went to Ding que to ask for an explanation, hoping to find the original company to deal with the matter, and eliminate the online company records, or cancel the company and return the processing fee. "It's been a few months now, and I haven't given a suitable solution." Mr. Lu said that since the company has a debt dispute, it has an impact on the business, and it does not dare to cooperate with other companies, and now there is no information about the former company, and it is impossible to contact.
【Intermediary platform response】
No debt disputes were detected before the change was registered
The contract stipulates that the debt should be borne by the original company in such a situation, and the original company has been contacted at present, and they have said that they will bear the responsibility
On June 1, the Red Star News reporter came to Dingque Technology Co., Ltd., and the person in charge of the relevant business department said that the company carried out the equity transfer agency work legally and compliantly, and there was indeed no debt dispute before the transfer company changed the registration.
"Before signing the contract with the customer, we will inform the transfer company of the situation and information, and at that time, we also inquired that the company really did not have any related debt disputes." The person in charge said that the company was entrusted by the original company to handle the equity transfer business, and the customer signed the contract after understanding the situation and went through the registration procedures for the change of the equity transfer.
For the debt dispute that occurred after the change, the person in charge explained that the lawsuit was a private lending dispute, and before the change, the company did not inquire from the formal channels, if there was at that time, the change procedures could not be completed.
At the same time, the contract stipulates that the debt in such a situation shall be borne by the original company. The person in charge showed the Red Star News reporter the contract signed by the two parties at that time, which stipulated: "Party A shall bear the responsibility for the performance of the debts incurred before the change of registration, including litigation and arbitration procedures after the change of registration, but the debt occurred before the change of registration, including the situation that the debt occurred before the change of registration, continued to occur and continued to the change of registration, and all debt liabilities shall be borne by Party A." Where creditor's rights and debts occur after the registration of the change, the owner of the company after the change of registration shall bear the responsibility. ”
Contractual liability for debts
"If Party A violates the contractual commitment and fails to repay the debts due, Party B has the right to raise a defense claim with the third party of the creditor's rights in accordance with this contract, recover from Party A, and require Party A to pay Party B's corresponding litigation and rights protection expenses." If Party A deliberately conceals, transfers or creates debts, Party B has the right to demand compensation from Party A and its shareholders at 50% of the corresponding debt amount on the basis of the preceding paragraph, and Party A or each shareholder shall be liable for unlimited joint and several liability for compensation. ”
"We will cooperate with the customer to pursue responsibility to the company, and we have contacted the original company so far, and they have said that they will bear the responsibility for the debt dispute." The person in charge said that through communication, the creditor will not ask the customer for debt, and the customer will not bear the money. However, the client's request to eliminate the online company's litigation record, as well as to cancel the company and return the related fees, really could not be done.
The lawyer's statement is >>>
Is the intermediary jointly and severally liable?
Wang Yingzhan, a lawyer at Beijing Lanpeng (Chengdu) Law Firm:
According to the contract intermediary is the agent of the transfer company, the subject of the transfer is the transfer of equity, and there is also an agreement on the previous debt, and the previous debt should be borne by the previous company or shareholder for a debt discovered after the registration of the change, so the intermediary does not bear the corresponding liability. Creditors in debt disputes should also find the original company to bear responsibility.
Mr. Lin Xiaoming of Sichuan Van Gogh Law Firm:
According to the relativity of the contract and the agreement of the parties, the company purchased by the public has hundreds of thousands of debts, and from the formal point of view, it seems that the shareholders of the original company should be compensated for the rights and interests, and the intermediary institutions involved are not liable. However, as far as the matter itself is concerned, the intermediary institution is two identities, one is the intermediary, and the other is the entrusted party, who is fully responsible for the original company and bears considerable responsibility for this equity acquisition case. Therefore, the intermediary should exercise due diligence and should ensure that the original company has no corresponding rights or defects in debt. Whether there is responsibility in the middle should be analyzed according to the time period of occurrence of the debt, if the debt is formed after the transfer registration, the intermediary institution is indeed not responsible, and if it is formed before, it should bear the corresponding responsibility.
The original company said >>>
Debts have nothing to do with the next family and will be handled by themselves
The Red Star News reporter tried to contact the person in charge of the uehara company, but through a long wait and telephone contact, as of press time, it has not been contacted. The reporter learned from the WeChat chat records provided by the staff and the original company leader and customer that the person in charge said that the debt dispute was caused by a mortgage contract dispute in 2017, the contract expired in one year, and it was thought that it had been invalid for a long time, who knew that after three years, the other party suddenly filed a lawsuit against the water, demanding compensation of 200,000. As for the liability for the debt dispute, the person in charge said that the next family is the company that took over in 2019, and it has nothing to do with this debt, they will handle it themselves and are currently handling the lawsuit.
The intermediary's chat history with the original company
Red Star News reporter Zhang Zhaoting photo report
Edit Bao Chengli
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