Lufa case [2023] 680
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Brief facts of the case
In the dispute over the construction equipment leasing contract between the equipment leasing office of A and the construction labor service company B, the Donggang Court ruled that the construction labor service company B should pay the lease fee of the equipment leasing office of A of 1.03 million yuan and compensate for the loss of equipment of more than 380,000 yuan. After the judgment came into effect, because Construction Labor Company B failed to fulfill its payment obligations, the Equipment Leasing Office of A applied to this court for compulsory enforcement. During the enforcement process, because Construction Labor Company B had no property to be enforced, this court ruled to terminate the enforcement. The equipment leasing office of A found that on April 12, 2023, the construction labor company B adopted a simple cancellation method, that is, it promised that no claims and debts had occurred before the cancellation of registration, and the debts and debts had been liquidated, and the cancellation was approved. The equipment leasing office of A filed an enforcement objection with this court, requesting that the shareholders of construction labor company B, Li, Jiao, and Liu be added as the persons subject to enforcement and bear the responsibility for repaying the debts of construction labor company B.
Heard by the courts
After trial, the court held that Li, Liu, and Jiao were shareholders of B Construction Labor Company. In the dispute between the equipment leasing office of A and the construction labor service company B, the shareholder Liu received the complaint and summons on behalf of the construction labor company B in the litigation stage, and the creditor's right was confirmed by the effective judgment of this court, and there was no situation that the construction labor company B was ignorant of the creditor's right. In accordance with Article 21 of the Provisions of the Supreme People's Court on Several Issues Concerning the Change and Addition of Parties in Civil Enforcement, this court supports the request of the Equipment Leasing Office of A to add Li, Liu, and Jiao, shareholders of Construction Labor Company B, as the persons subject to enforcement, and to bear the responsibility for repaying the debts of Construction Labor Company B in this case.
What the judge said
If the shareholders quietly deregister the company, will the debts owed by the company not have to be repaid?In the course of implementation, some shareholders of the company acted smartly and quietly deregistered the company by means of a simple cancellation method that promised that "no claims and debts had occurred before the company was deregistered or that the debts and debts had been liquidated", and naively believed that the foreign debts owed by the company would not have to be repaid. According to the law, the limited liability company as the person subject to enforcement is deregistered without liquidation, resulting in the inability of the company to liquidate, and the applicant for execution has the right to apply for the addition of the company's shareholders as the person subject to enforcement, and the debts owed by the company shall be jointly and severally liable for the repayment of the debts.
Links to legal provisions
Article 21 of the Provisions of the Supreme People's Court on Several Issues Concerning the Alteration and Addition of Parties in Civil EnforcementIf the company that is the person subject to enforcement goes through the cancellation of registration without liquidation, resulting in the inability of the company to liquidate, and the applicant for enforcement applies to change or add the shareholders of the limited liability company, the directors and the controlling shareholders of the shares as the person subject to enforcement, and bears joint and several liability for the company's debts, the people's court shall support it.
*: Rizhao Intermediate Court.
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