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An e-commerce company ordered chicken feet from a food company, and the two parties agreed that the price per ton was 29,300 yuan, and the e-commerce company would find a car to pick up the goods by itself, and the deposit was 20,000 yuan. After paying a deposit of 20,000 yuan, an e-commerce company found a vehicle to pick up the goods, but a food company did not deliver the goods as agreed. An e-commerce company had no choice but to sue the food company to the court, demanding that the food company and its shareholder Li return a total of 40,000 yuan in double the deposit.
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Heard by the courts
After trial, the Yinan court held that the focus of the dispute in this case was whether Li, as a shareholder of the food company, was jointly and severally liable with the company. According to Article 63 of the Company Law, if a shareholder of a one-person limited liability company cannot prove that the company's property is independent of the shareholder's own property, he shall be jointly and severally liable for the company's debts. In this case, Mr. Li did not adduce evidence to prove that his property was independent of the company's property, so he should be jointly and severally liable for the debts in this case in accordance with the law.
If a food company fails to perform its delivery obligations after receiving the deposit, resulting in the e-commerce company being unable to achieve the purpose of the contract, it shall return the deposit double. Therefore, the e-commerce company requested a food company to return the deposit of 40,000 yuan twice, and the court supported it, and at the same time, Li, as a shareholder of the company, was jointly and severally liable for the debt in accordance with the law.
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What the judge said
According to the second paragraph of Article 57 of the Company Law, "the term "one-person limited liability company" as used in this Law refers to a limited liability company with only one natural person shareholder or one legal person shareholder. Accordingly, the number of shareholders of a one-person limited liability company is unique, and a one-person company or a "substantial one-person company" is determined to be substantially unitary based on factors such as identity relationship, ownership of rights and interests, or way of exercising rights. In this case, a food company was a one-person limited company invested by Li, and Li did not provide evidence to prove that his property was independent of the company's property, so Li should be jointly and severally liable for the debts in this case in accordance with the law. This law is a special provision for a one-person limited liability company with the aim of balancing the personal liability of the shareholders and the independent legal status of the company, while ensuring that the debts of the company do not affect the personal property of the shareholders, which not only encourages entrepreneurship and investment, but also prevents the abuse of the corporate form to the detriment of creditors.
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Links to legal provisions
Paragraph 2 of Article 57 of the Company Law of the People's Republic of China The term "one-person limited liability company" as used in this Law refers to a limited liability company with only one natural person shareholder or one legal person shareholder.
Article 63 of the Company Law of the People's Republic of China If a shareholder of a one-person limited liability company cannot prove that the company's property is independent of the shareholder's own property, he shall be jointly and severally liable for the company's debts.
Article 586, Paragraph 1 of the Civil Code of the People's Republic of China The parties may agree that one party shall pay a deposit to the other party as security for the creditor's rights. The deposit contract is concluded when the deposit is actually paid.
Article 587 of the Civil Code of the People's Republic of China Where the debtor performs its debts, the deposit shall be offset against the price or recovered. If the party paying the deposit fails to perform its debts or the performance of its debts does not conform to the agreement, resulting in the inability to achieve the purpose of the contract, it shall not have the right to request the return of the deposit; If the party receiving the deposit fails to perform its debts or the performance of its debts does not conform to the agreement, resulting in the inability to achieve the purpose of the contract, the deposit shall be returned twice.
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