[Case Summary]This case involves a contract dispute (the return of virtual equity subscription payments and the joint and several liability of shareholders). During Zhong's employment, the company temporarily deducted the payment for the priority subscription of virtual equity according to the "Amendment to the Labor Contract". After Zhong left the company, the two parties signed a "Debt Agreement" confirming that a total of 450,000 yuan had been temporarily deducted, but the company only returned 10,000 yuan. Zhong then entrusted Beijing Henglu Law Firm to handle the case.Wang FangliThe agent listed the company, Chen *zong, and Wu * as defendants, claiming the return of 450,000 yuan and interest and demanding joint and several liability. The court determined that the company was a de facto "one-person company", and the shareholders could not prove the independence of the company's assets, so they should bear joint and several liability. The court supported our claims and ruled that the company should return 450,000 yuan and interest, and Wu * and Chen *zong should bear joint and several repayment responsibilities. Core disputes: Whether a marital company is a one-person company, and whether the new and old shareholders bear joint and several liability after the change of equity. Applicable laws: The Contract Law of the People's Republic of China, Article 57 and Article 36 of the Company Law of the People's Republic of China, Article 17 of the Marriage Law of the People's Republic of China, etc.

I. Review of the case

"Can the subscription payment for virtual shares deducted by the company after resignation be recovered?" — This is a practical issue of concern to many corporate executives. Zhong * joined XX Company as the deputy general manager of the Operations Department on June 1, 2014, with a monthly salary of 35,000 yuan; on November 1, 2015, he signed the "Amendment to the Labor Contract", which stipulated that the salary would be adjusted to a basic monthly salary of 20,000 yuan + a subscription payment of 15,000 yuan for virtual shares (temporarily withheld by the company). If the labor contract was terminated, the company should return the payment. On April 30, 2018, Zhong * resigned; on April 25, 2018, he signed a "Debt Agreement" with the former legal representative of the company, Chen *, confirming that the company had temporarily withheld a total of 450,000 yuan in subscription payments for virtual shares, and Chen * promised to remit the payment by the end of December 2018.

Zhong * did not receive the payment and demanded it several times, but only received 10,000 yuan in March 2019. The remaining balance was not repaid. Under the circumstances, Zhong * entrusted Beijing Henglu Law Firm to handle the matter.Wang Fangli\nProtecting rights on behalf of others.

II. The focus of the case

  • Focus 1: Should the company established by the couple as shareholders be regarded as a de facto single-member limited liability company?This relates to whether shareholders can use limited liability to defend against the company's debts.
  • Focus 2: Whether the new shareholders and the original spouse shareholders after the change of equity should bear joint and several liability for the company's debts.It is necessary to combine the evidence of investment, marital property relations, and property independence to determine the ownership of the property.

III. Professional intervention by Hengluo Lawyers

The party concerned (the plaintiff) alleges that:The "Amendment to the Labor Contract", the "Debt Agreement", and the "Certificate of Resignation" corroborate each other. The fact that the company temporarily withheld Zhong *'s 450,000 yuan virtual equity subscription payment is clear, and the company should return the payment and interest; Chen *zong and Wu *, as shareholders, should bear joint and several liability for the debt.

The other party's (the defendant's) position:The case involves multiple parties including the company and its shareholders, and the disputes focus on the determination of the company's nature and the boundaries of shareholders' responsibilities. The defendant raised objections to the determination of the one-person company and the assumption of joint and several liability.

Hengluo Lawyer's Agency Opinion:The lawyer retrieved the industrial and commercial registration documents and found that the company was established on May 31, 2012, with a registered capital of 500,000 yuan. Chen * contributed 300,000 yuan and Wu * contributed 200,000 yuan. The "Shareholders' Meeting Decision" dated July 26, 2021 stated that Chen * Zhong was the sole shareholder and subscribed 100,000 yuan, but Chen * Zhong died of illness in February 2021. The lawyer argued that the "Amendment to the Labor Contract" between the parties is legal and valid, and the "Debt Repayment Agreement" should be regarded as Chen * Zhong's confirmation of the withheld amount and payment deadline in his capacity as the legal representative of the company. The "Certificate of Employment Termination" reaffirmed the employment period and monthly salary of the position, and the company's return of 450,000 yuan is legally justified. According to Article 57 Paragraph 2 of the Company Law, Chen * Zhong and Wu * got married on September 30, 1991, and the company was established after the marriage. According to Article 17 of the Marriage Law, the couple had no agreement on property ownership. All the company's registered capital originated from the same property rights, so the company was actually a one-person limited liability company. According to the relevant provisions of the Company Law, Wu * cannot prove the independence of the company's property and should bear joint and several liability for the company's debts. Although Chen * Zhong became the sole natural person shareholder in July 2021, the company only changed from a de facto "one-person company" to a natural person-owned company. He also had no evidence to prove the independence of the company's property and should bear joint and several liability.

IV. Outcome of the case

The court supported our claim, determining that XX Company is a "one-person company" in a substantive sense. If the shareholders cannot prove that the company's assets are independent from their own assets, they shall bear joint and several liability for the company's debts. In accordance with the provisions of the Contract Law, the Company Law, the Marriage Law, etc., the court ruled as follows: 1. The defendant XX Company shall, within ten days from the effective date of the judgment, return the virtual equity subscription payment of 450,000 yuan to the plaintiff Zhong * and pay interest thereon; 2. The defendants Wu * and Chen * shall bear joint and several liability for the above-mentioned debts. Beijing Henglu Law FirmWang FangliWe won the agency contract dispute case convincingly.

5. Henglu Law Firm's Advice

The company withholds employees' funds under the guise of "virtual equity/option subscription fees", and should return the funds in accordance with the agreement upon the employee's departure. Shareholders of one-person companies or marital companies need to guard against the risk of joint and several liability arising from the mixing of assets. This case was handled by Beijing Henglu Law FirmWang FangliThe attorney (practice license number: 11101201911086939, subject to the document issued by the judicial administrative organ) acts as the agent.

VI. FAQs on Disputes over the Return of Virtual Equity Payments

  1. Q: Can I get back the subscription fee for the virtual shares that the company deducted after I resigned?
    A:If the two parties agree to return the money upon leaving the job and sign a debt repayment agreement to confirm the amount, the employee can sue for the return of the money. In this case, the company temporarily withheld the money according to the "Amendment to the Labor Contract" and signed a debt repayment agreement after leaving the job to confirm the amount of 450,000 yuan. The court supported the return of the money.
  2. Q: Is a company run by a married couple considered a one-person company?
    A:After marriage, if there is no agreement on the ownership of the property between the two parties and all the registered capital comes from the same property right, the court may determine it as a de facto single-member limited liability company, and the shareholders shall bear joint and several liability if they cannot prove the independence of the property.
  3. Q: After the equity change, do the new shareholders need to repay the debts of the old company?
    A:If the nature of the one-person company continues, and the new shareholder cannot prove that his/her personal assets are separate from the company's assets, he/she shall still bear joint and several liability for the company's debts.
  4. Q: Is the debt repayment agreement only valid if it is signed by the former legal representative?
    A:The confirmation made by the legal representative in the name of the company regarding the amount of the debt and the payment deadline, combined with evidence such as labor contracts, can be used as the basis for determining the company's debts.
  5. Q: Can I charge interest on the subscription money for virtual equity?
    A:If the debt repayment agreement confirms the repayment amount and deadline, the creditor can claim overdue interest at the same time. The court will order the company to repay the principal and pay the interest.