The company's capital reduction refers to the company's excess capital or serious losses, according to the actual situation of the business, the act of reducing the registered capital according to the law.
Netizen consultation:
How should creditors protect their rights if shareholders maliciously reduce their capital in order to avoid debts?
Lawyer answers:
The company is an enterprise legal person, has independent legal person property, and enjoys the property rights of legal person. The company is liable for the debts of the company with all its property. As an important part of the company's assets, the registered capital is not only the economic basis for the market entity to engage in business activities, but also the credit endorsement of its external liability. Shareholders who are aware of the company's external liabilities fail to fulfill their notification obligations and issue false statements to significantly reduce the company's registered capital, which violates the principle of good faith. The consequence of this leads to a reduction in the company's liability assets, which ultimately damages the legitimate rights and interests of creditors. If the capital reduction affects the company's ability to repay its debts externally, the capital reduction is invalid and can be restored to before the capital reduction. If it cannot be restored and the creditor suffers damage, the creditor may require the shareholder to bear supplementary liability for the company's debts before the capital reduction within the scope of the capital reduction.
Lawyer adds:
Shareholders of the company shall abide by laws, administrative regulations and the articles of association of the company, exercise their rights in accordance with the law, and shall not abuse their rights to harm the interests of the company or other shareholders;The independent status of the company as a legal person and the limited liability of shareholders shall not be abused to harm the interests of the company's creditors. Where a shareholder of a company abuses his rights as a shareholder and causes losses to the company or other shareholders, he shall be liable for compensation in accordance with law. Where a shareholder of a company abuses the independent status of the company's legal person and the limited liability of shareholders to evade debts and seriously harm the interests of the company's creditors, they shall be jointly and severally liable for the company's debts.
The controlling shareholders, actual controllers, directors, supervisors, and senior managers of the company shall not use their affiliated relationships to harm the interests of the company. Anyone who violates the provisions of the preceding paragraph and causes losses to the company shall be liable for compensation.
Legal basis] Article 177 of the Company Law When a company needs to reduce its registered capital, it must prepare a balance sheet and a list of assets.
The company shall notify creditors within 10 days from the date of making the resolution to reduce the registered capital, and make an announcement in the newspaper within 30 days. Within 30 days from the date of receipt of the notice, and within 45 days from the date of announcement if the creditor has not received the notice, the creditor has the right to require the company to repay the debts or provide corresponding guarantees.
Profile of lawyer Ye Jingyi
Graduated from 211 University with a major in law, focusing on real estate, corporate legal affairs, debt collection, and labor disputes.