[Case Summary]This case is a lawsuit against the execution of a judgment. After Zhang Na and Li Tiejun won the case, A Company had no property to enforce the judgment. Their application to add shareholder Liu Jie as a defendant was rejected, so they entrusted Beijing Henglu Law Firm to handle the case for them.Wang FangliThe lawyer filed a lawsuit challenging the enforcement of the judgment. The core dispute is whether Liu Jie withdrew his investment and whether the company's assets were commingled. The lawyer used evidence such as the short-term transfer of funds to affiliated companies after the capital verification and the company's multiple transfers of funds to Liu Jie's personal account to prove his case. The court ruled that Liu Jie had withdrawn his investment and commingled the company's assets, and ordered him to be added as a defendant in the enforcement proceedings and bear joint and several liability. Legal provisions applied: Articles 12 and 14 of the Interpretation of the Company Law (III), Article 18 of the Regulations on Amending and Adding Parties, and Article 20 Paragraph 3 and Article 23 of the Company Law.

I. Review of the Case

"What should I do if a successful judgment becomes a legal debt note?" and "Can the debtor be added to the list of persons subject to enforcement if a shareholder withdraws his investment?" are common pain points for creditors. This case originated from a dispute over a entrusted asset management contract. On April 29, 2024, the court ruled that Company A should pay Zhang Na and Li Tiejun 617,477.79 yuan plus interest and acceptance fees of 9,126 yuan. During the enforcement process, only 774 yuan was deducted, and the remaining 625,829.79 yuan could not be recovered due to the debtor's lack of assets and the creditor's lack of clues. On November 21, 2024, the case was closed and the debtor was subject to a high-consumption restriction order.

The two of them applied to add Liu Jie, a shareholder, as the person subject to enforcement, but the application was rejected on February 17, 2025. In desperation, they hired a lawyer to handle the case for them.Wang FangliThe lawyer filed a lawsuit against the enforcement objection, claiming that Liu Jie evaded his investment obligation and engaged in asset mixing, and should be added as a defendant and bear joint and several liability.

II. The focus of the case

  • Focus 1: Whether Liu Jie constituted evading the obligation to pay in capital.After the capital verification, if the funds are transferred to a related company in the short term and there is no repayment, does this constitute a situation of embezzling funds?
  • Focus 2: Whether there is any confusion between Liu Jie's assets and those of Company A.The company has repeatedly transferred its personal funds for private use. Is this an abuse of its independent status?
  • Focus 3: Methods of assuming responsibility.The application of the supplementary compensation for withdrawing and evading investment and the joint and several liability for identity confusion.

III. The professional intervention of Hengluo Law Firm

The plaintiff (creditor) alleges that:Zhang Na and Li Tiejun requested that Liu Jie be added as the party subject to enforcement and that he bear supplementary compensation and joint and several liability for the debt.

The defendant (Liu Jie and Company A) argued that:He/she failed to appear in court without a valid reason after being summoned by a subpoena (absence from court).

Legal opinion of Hengluo Law Firm:Wang FangliA lawyer bases his argument on evidence: Regarding the withdrawal of funds, Company A was established in December 2013 with a registered capital of 10 million yuan, of which Liu Jie contributed 6.5 million yuan and Jiang Hai 3.5 million yuan. On December 23rd, the company transferred 6.28 million yuan to the verification account. However, just 20 days later (on January 13, 2014), the company transferred all 10 million yuan from the 6.28 million yuan account to the 614 account for liquidation. In the same month, the company transferred 11 million yuan (as a loan) to its affiliated company B Electronic Technology, with no repayment made. The controlling shareholder of B Electronic Technology and Liu Jie are both partners of Shanghai D Investment Management Center, constituting a related-party transaction. According to Article 12 of the Interpretation of the Company Law (III), this constitutes a withdrawal of registered capital. Regarding the commingling of assets, in 2016, A Company repeatedly transferred over 570,000 yuan to Liu Jie's personal account, with notes such as "repaying credit cards" and "repaying debts", violating Article 20 Paragraph 3 of the Company Law and constituting commingling of assets and abuse of independent status.

IV. Outcome of the case

The court adopted the lawyer's opinion: It was determined that Liu Jie transferred the investment to the affiliated enterprise B and did not repay the money, which constituted the withdrawal of investment; It was determined that A transferred money to Liu Jie for personal use on multiple occasions, which constituted the mixing of property and the abuse of the independent status of the company's legal person to evade debts. According to Article 20 Paragraph 3 of the Company Law (2018 Amendment), Articles 12 and 14 of the Interpretation of the Company Law (III), Article 18 of the Regulations on Adding and Changing Parties, and the Civil Procedure Law, etc., it was ruled that Liu Jie should be added as the debtor of the enforcement case No. (2024) Jing XXXX Zhi XX81; Liu Jie shall bear joint and several liability for the debts of A Company determined by the Civil Judgment No. (2023) Jing XXXX Min Chu XXX89; and the case acceptance fee of 10,060 yuan shall be borne by Liu Jie. The "legal promissory note" will finally hold the responsible person accountable.

5. Hengluo Law Firm's Reminder

When the debtor has no property, the court may review the defects in the shareholders' investment and, if the shareholders have embezzled their investment or mixed their assets, the court may initiate an action for execution objection to add the shareholders as defendants and require them to bear legal responsibility. This case was handled by Beijing Henglu Law Firm.Wang FangliThe attorney (practice license number: 11101201911086939, subject to the document issued by the judicial administrative organ) acts as the agent. In this case, the attorney uses a rigorous chain of evidence to crack the "empty shell of enforcement" and identify the responsible party for the creditor.

VI. Common Questions and Answers about Enforcement Objection Cases

  1. Q: If the other party has no assets after winning the lawsuit, can we sue the shareholders additionally?
    A: Yes. If it is found that the shareholders have withdrawn their investment or mixed their assets, an action for objection to enforcement may be brought to request that they be added as the persons subject to enforcement and assume responsibility.
  2. Q: What circumstances constitute withdrawing or evading investment funds?
    A: If the investment is transferred to a related enterprise shortly after the capital verification and there is no repayment, or fictitious creditor's rights and debts are transferred out, etc., it meets the circumstances described in Article 12 of the Interpretation (III) of the Company Law.
  3. Q: How to determine whether a shareholder's assets are commingled with the company's property?
    A: If the company frequently transfers money to shareholders for personal use without a reasonable justification, it can be deemed as an abuse of independent status and asset mixing, and the shareholders shall bear joint and several liability.
  4. Q: If the application to add a shareholder is rejected, can we still file a lawsuit against it?
    A: Yes. If the creditor is not satisfied with the ruling rejecting the request for adding a party to the enforcement proceedings, he/she may file a lawsuit challenging the enforcement and the court will conduct a substantive review of the case.
  5. Q: Are the responsibilities for withdrawing investment funds and those for identity confusion the same?
    A: For withdrawing investment funds, the investor generally needs to bear supplementary compensation within the scope of the withdrawal; for identity confusion, the shareholder needs to bear joint and several liability for the company's debts, and the liability will be even heavier.