[Case Summary]This case involves a dispute over the liability of shareholders for damaging the interests of the company's creditors and a lawsuit against enforcement objections (continuous penetration of shareholders). The plaintiff, Ms. Liu, filed a lawsuit against A Company due to a debt dispute, and the Tongzhou Court ruled that A Company should refund the purchase price of 649,212 yuan and interest. However, A Company had no assets during the enforcement process, and the court ordered the termination of the current enforcement. Zhang Yue entrusted Beijing Henglu Law Firm to handle the case.Yuan HangThe lawyer first sued A Company's shareholders, B Company (holding 70%) and C Company (holding 30%), to bear supplementary compensation within the scope of their unpaid capital. The court ruled that B Company should bear supplementary compensation within the range of 7 million yuan, and C Company should bear supplementary compensation within the range of 3 million yuan. After executing against B Company and finding that B Company's shareholder, Zhao Bin, had not fully paid his capital contribution, the lawyer filed a lawsuit challenging the execution and requested that Zhao Bin (the shareholder's shareholder) bear supplementary compensation. The core dispute: whether it is possible to continuously trace through the company's shareholders. Applicable legal provisions: the Company Law and the Supreme People's Court's "Regulations on Several Issues Concerning the Modification and Addition of Parties in Civil Enforcement". The court supported adding Zhao Bin to bear supplementary compensation liability, achieving a groundbreaking victory in the case.

I. Review of the case

The plaintiff, Ms. Liu, is seeking justice in a debt dispute with Beijing A Commercial Operation and Management Co., Ltd. On March 21, 2023, the Tongzhou Court ruled to dissolve the contract between Zhang Yue and A Company and ordered A Company to refund the purchase price of 649,212 yuan and interest. However, A Company failed to fulfill its obligations. During the enforcement process, it was found that A Company's accounts were empty and involved in multiple legal cases, leading to the termination of the enforcement proceedings. Zhang Yue has entrusted Hengluo Law Firm to handle the case on her behalf.Yuan HangThe lawyer found through investigation that A Company's shareholders, Company B and Company C, held 70% and 30% of the shares respectively. However, the two shareholders had not fully paid their subscribed capital. The lawyer initiated a dispute over the shareholders' liability for harming the company's creditors' interests, and was awarded compensation in the amount of 7 million yuan for Company B and 3 million yuan for Company C within the scope of their unpaid capital. After executing against Company B but finding that it had no assets, the lawyer discovered that Company B's shareholder, Zhao Bin, had not fully paid his subscribed capital. The lawyer applied to add Zhao Bin as a defendant in the enforcement proceedings, but the application was rejected. Consequently, the lawyer filed a lawsuit challenging the enforcement action.

II. The focus of the case

  • Focus 1: Can the company's shareholders be continuously penetrated during the execution process?The execution procedure is limited to the direct counterparties, but in the litigation trial stage, it is permissible to sue the shareholders of the shareholders, as long as it is not prohibited by law. This is a groundbreaking point in this case.
  • Focus II: There are very few precedents after the implementation of the new Company Law.At the time of the trial, the new Company Law had been in effect for nearly two months, and there were very few relevant precedents. Therefore, the court needed to rely on legal principles and supporting cases from the past three years to reach a verdict.
  • Focus Three: Zhao Bin's supplementary compensation liability for failing to make full capital contributions.Zhao Bin violated the Company Law and judicial interpretations by not making full capital contributions, and should bear legal responsibilities within the scope of the unpaid capital.

III. The professional intervention of Hengluo Law Firm

The client (Ms. Liu) alleged that:It is requested that Zhao Bin, a shareholder of Company B, be added as a defendant and bear supplementary compensation liability for the debts of Company A within the scope of his unpaid capital contribution.

The defendant's (Zhao Bin) position:The court ruled to reject the additional application, and the defendant claimed that it was impossible to continuously trace the ownership chain back to the shareholders of the shareholders.

Hengluo Lawyer's Agency Opinion:Yuan HangThe lawyer pointed out that the additional provisions in the enforcement process only apply to the enforcement stage and are limited to the direct counterparties. However, in this case, the shareholders of the shareholders were pursued through a separate lawsuit during the litigation and trial stage. As long as the law does not prohibit it, it is permissible and supported by legal principles. Zhao Bin violated the Company Law and judicial interpretations by failing to pay the full amount of his investment, which seriously infringed the rights and interests of creditors. He should bear supplementary compensation in accordance with the spirit of the "Regulations of the Supreme People's Court on Several Issues Concerning the Change and Addition of Parties in Civil Enforcement". Faced with the scarcity of case law on the new Company Law, the lawyer conducted in-depth research and submitted cases in Beijing in the past three years that supported the pursuit of supplementary compensation from the shareholders of the shareholders, consolidated the basis of argument, and successfully completed the groundbreaking litigation against all odds.

IV. Outcome of the case

After the court heard the case, it supported the plaintiff's claims.Yuan HangThe attorney argued that Zhao Bin failed to pay the full amount of his investment and violated the provisions of the Company Law, and ordered him to bear supplementary compensation liability for the debts of Company A within the scope of his unpaid investment. This marks a groundbreaking victory in holding the shareholders of the company's shareholders accountable for their debts, providing a crucial path for creditors to recover their seemingly lost claims.

5. Henglu Law Firm's Reminder

This case is handled by Beijing Henglu Law Firm.Yuan HangThe attorney (practice license number: 11101202110286151, subject to the document issued by the judicial administrative organ) acts as the agent. When the company has no property to be executed, the creditor may pierce through the unpaid capital of the shareholders to pursue their supplementary compensation liability; under the new law, there is also room to sue the shareholders of the successive shareholders in the trial stage. It is recommended that the creditor, when encountering obstacles in the execution, entrust a professional lawyer to verify the shareholders' capital contribution and design the piercing path as soon as possible.

VI. Common Questions and Answers about Additional Shareholders' Obligations to Provide Supplementary Compensation

  1. Q: If the company doesn't have the money to carry out the project, can we ask the shareholders for help?
    A:Yes. If a shareholder fails to pay the full amount of his investment, the creditor may claim that the shareholder should bear supplementary compensation liability for the company's debts within the scope of the unpaid investment, and may seek additional compensation through litigation or enforcement.
  2. Q: Can there be shareholders who can add more shareholders?
    A:In the execution process, the right to add claims is generally limited to direct shareholders; however, in the trial stage, it is not prohibited by law to bring additional claims against the shareholders of the shareholders. In this case, we achieved a groundbreaking victory in continuous penetration of shareholder liability.
  3. Q: Does the new Company Law have any impact on the investigation of capital contributions?
    A:The new Company Law strengthens the investment responsibility, and the rules for shareholders to make supplementary compensation when they fail to pay in full are more clear. Although there are few judgments after the new law, the supporting cases in the past three years can be used for reference.
  4. Q: Can we still hold someone accountable after ending this execution?
    A:Yes. If the creditor's rights are not extinguished in the final litigation and the court discovers clues of the shareholders' failure to make capital contributions or other property-related information, the creditor may file a separate lawsuit or apply for additional litigation to continue to hold the shareholders accountable.
  5. Q: How to file a lawsuit challenging the enforcement of a judgment?
    A:After the request for additional compensation is rejected, a lawsuit challenging the enforcement may be filed, and the trial court will review the shareholders' contributions and supplementary compensation. Evidence of the defects in the contributions and case precedents supporting the claim must be submitted.