In our lives, there are many people who need to set up a company if they want to start a business, so what are the legal consequences of the failure of the company establishment?
Netizen consultation:
What are the legal consequences of a failed company set-up
Lawyer answers:
Legal responsibility is required. The responsibilities to be borne for the failure of the establishment of the company are:
1.The promoters of the company are jointly and severally liable for the debts and expenses of the establishment act;
2.The promoter shall be jointly and severally liable for the return of the share payment and the interest on the bank deposit for the same period
3.Liability for breach of contract of capital contribution of the promoter.
Lawyer adds:
The promoter needs to bear the following responsibilities when setting up a registered company:
1) The capital adequacy responsibility of the promoter for the establishment of the company;
After the establishment of shares, if the promoter fails to pay up the capital contribution in full in accordance with the provisions of the articles of association, it shall make up the payment;The other promoters shall be jointly and severally liable. After the establishment of the shares, if it is found that the actual value of the non-monetary property contributed as the capital contribution for the establishment of the company is significantly lower than the amount fixed in the articles of association, the promoter who delivered the capital contribution shall make up the difference;The other promoters shall be jointly and severally liable.
2) The liability of the promoter for breach of contract in the capital contribution to the establishment of the company;
If the initiator fails to pay the capital contribution in accordance with the regulations, it shall bear the liability for breach of contract in accordance with the initiator agreement.
3) When the company cannot be established, the promoters must bear joint and several liability;
When the company cannot be established, the promoter of the shares shall be jointly and severally liable for the debts and expenses arising from the establishment of the shares, and shall be jointly and severally liable for the return of the shares and the interest on bank deposits for the same period for the shares paid by the subscribers.
4) The liability of the promoter for damages to the company.
In the process of establishing a company, if the interests of the company are damaged due to the negligence of the promoter, the company shall be liable for compensation.
Laws and Regulations] Company Law
Article 94 The promoter of the shares shall bear the following responsibilities:
1) When the company cannot be established, it shall be jointly and severally liable for the debts and expenses arising from the establishment act;
2) When the company cannot be established, it shall be jointly and severally liable for the return of the shares paid by the subscribers and the interest on the bank deposits for the same period
3) In the process of establishing the company, if the interests of the company are damaged due to the negligence of the promoter, the company shall be liable for compensation.
Lawyer Wu Jun's profile
Practicing lawyer of Tianjin Jiaqi Law Firm
Gold medal mediator of Tianjin Radio and Television Station's "Second Brother Says Things" column
Tianjin Radio and Television Station "** Road 60 Minutes" guest lawyer
Director of the People's Mediation Committee of Tianjin Radio and Television Station
In 2019, he was awarded the Outstanding People's Mediator of Tianjin's Insistence on the Development of Fengqiao
In 2020, he was a judge of the semi-finals and finals of the first TV People's Mediator Competition
In December 2020, he was awarded the National Model People's Mediator
In 2022, he was hired as a member of the "Eighth Five-Year Plan" Law Popularization Lecturer Group in Hebei District, Tianjin.