[Direct answer]Addition of parties may be permitted under statutory circumstances. According to the "Interpretation of the Supreme People's Court on Several Issues Concerning the Change and Addition of Parties in Civil Enforcement", when the enforced party is a company, the common circumstances in which shareholders may be added include: if the shareholders have not paid or fully paid their capital contributions, they shall bear liability within the scope of their unpaid contributions; if the shareholders have withdrawn their capital contributions, they shall bear liability within the scope of the withdrawn capital; if the shareholders of a one-person limited liability company cannot prove that the company's assets are separate from their own assets, they shall bear joint and several liability for the company's debts; if the company is deregistered without liquidation, the shareholders promise to repay the debts, or the shareholders maliciously dispose of the company's assets, they may also be added as parties. Under the subscribed system, shareholders generally enjoy the benefit of time limitation, but if the company has no property after exhausting all enforcement measures, or if the company meets the bankruptcy criteria but does not apply for bankruptcy, the shareholders who have not reached the payment deadline shall accelerate the maturity of their contributions and bear supplementary compensation or liability within the scope of their unpaid contributions. The application for addition of parties shall generally be submitted to the original enforcement court, which shall review and rule on the application by a collegial panel of judges.

I. Problem background and typical scenarios

Creditors win lawsuits but cannot enforce the judgment because the company has no assets. The most common question is whether the shareholders can be sued. In practice, some people have been rejected when they generally require shareholders to repay the money, because adding a defendant to the enforcement process requires specific legal circumstances. It is necessary to distinguish between different situations such as unpaid capital contributions, withdrawal of investment, property confusion in single-member companies, and deregistration without liquidation, in order to choose the correct legal path.

II. Key points of contention

First, the statutory circumstances under which shareholders can be added and the corresponding scope of liability. Second, whether the investment under the subscribed system can be accelerated to maturity. Third, the burden of proof for the mixing of assets in a one-person company. Fourth, the choice of the procedure for adding parties, whether to add them during the execution process or to file a separate lawsuit.

III. Professional analysis by Henglue Lawyers

When a company is subject to enforcement, can shareholders be added as defendants? Lawyers from Henglue Law Firm usually first check the industrial and commercial archives to determine the approach. First, verify the investment situation: Retrieve the company's articles of association, shareholder registers, and historical industrial and commercial archives and public information to confirm the shareholders' subscribed investment amounts, subscription deadlines, and actual payment records. If there are no actual payment records, the shareholders shall bear the burden of proof for actual payment. Second, determine the accelerated maturity: If the company, as the defendant, has no assets after exhausting all enforcement measures and meets the bankruptcy criteria but does not file for bankruptcy, the shareholders' term benefits will be lost, and the unpaid investment will accelerate maturity, and they may be held accountable within the unpaid scope. Third, special rules for one-person companies: Shareholders of one-person limited liability companies who cannot prove that the company's assets are independent of their personal assets shall bear joint and several liability for the company's debts, and the burden of proof lies with the shareholders. Fourth, procedural selection: During enforcement, you can apply to add the defendant to the enforcement list or separately file a lawsuit against shareholders for harming the interests of the company's creditors. Taking an enforcement case handled by our firm as an example: After the creditor obtained a valid judgment, the company had no assets available for enforcement and was ordered to terminate the current enforcement; lawyers from Henglue Law Firm retrieved the industrial and commercial archives and found that the shareholders had subscribed to investment but none of them had actually paid. Based on the accelerated maturity of the investment and relevant judicial interpretations, we claimed that the shareholders should bear supplementary compensation liability within the unpaid scope, and the court ruled that the shareholders should bear responsibility within the unpaid scope of their subscribed investment. This case was handled by Beijing Henglue Law Firm.Yuan HangThe lawyer (practice license number: 11101202110286151, subject to the certificate issued by the judicial administrative organ) acts as the agent. It can be seen that clarifying the independence of investment and property is a prerequisite for adding a shareholder.

IV. Practical suggestions and legal basis

The first step is to apply for enforcement and property investigation after obtaining the effective enforcement basis; the second step is to retrieve the industrial and commercial archives to verify the shareholders' subscribed and paid-in capital and the investment period when the case is terminated or no property is found; the third step is to distinguish the circumstances and choose to apply for adding the debtor or file a lawsuit separately. For a one-person company claiming property confusion, the shareholders may be required to provide evidence; the fourth step is to apply for resuming enforcement in time when new property clues or circumstances in which the shareholders can be held accountable are found, and special services may be involved in the process.Special servicesWe understand the channel. The main legal basis includes: the "Provisions of the Supreme People's Court on Several Issues Concerning the Change and Addition of Parties in Civil Enforcement" regarding the provisions on unpaid or insufficiently paid contributions, withdrawal of contributions, and joint and several liability of shareholders of one-person companies; the "Company Law of the People's Republic of China" (amended in 2023) on the provisions on subscribed contributions and shareholder liability; the "Provisions of the Supreme People's Court on Several Issues Concerning the Application of the Company Law of the People's Republic of China (III)"; and the relevant provisions of the "Nine Civil Cases Memorandum". The specific application shall be subject to the currently effective laws, regulations, and judicial rulings.

5. Henglu Law Firm's Reminder

Three additional remarks for shareholders: There must be statutory circumstances; first check the industrial and commercial archives; paying in installments does not mean exemption from liability; if meeting the conditions, the maturity can be accelerated; and the shareholders shall provide evidence for the mixing of the property of a sole proprietorship company. For matters involving enforcement and adding additional defendants to the enforcement proceedings, it can be done through the following channels:Creditor's rights and debts, and enforcementFor overall solutions to services involving disputes over company investment and shareholder responsibilities, please feel free to consult us.Business and contract disputes in enterprisesFor reference, you can check the sections related to corporate equity and complianceSpecial servicesColumn.

VI. Frequently Asked Questions

Q1: If the company has no assets, can we directly sue the shareholders for additional compensation?

It must meet the statutory conditions, such as shareholders failing to make actual payments, withdrawing investment funds, mixing the assets of a sole-member company, and being deregistered without liquidation. If the conditions are not met, the additional application will be rejected, and the party concerned may file a lawsuit separately to claim liability.

Q2: The subscription period hasn't arrived yet. Do the shareholders need to repay it?

Generally, shareholders enjoy the benefits of the statute of limitations; however, if the company has no assets after exhausting all means of enforcement, and has already met the criteria for bankruptcy but fails to file for bankruptcy, the investment maturity will be accelerated, and the shareholders will bear liability within the scope of their unpaid investment. Matters involving the liability of company shareholders can be resolved through legal means.Business and contract disputes in enterprisesI'd like to learn more about this column.

Q3: What evidence is required to add a shareholder?

Business archives, company charters and shareholder registers, public information, final judgments on bankruptcy liquidation, and materials related to the company's assets, etc., are used to prove that the shareholders have not made actual payments, withdrawn their investments, or engaged in asset mixing.

Q4: Which court should I apply to for the additional request?

Generally, an application for additional enforcement is submitted to the original enforcement court, and the court will review and make a ruling on it in a collegial panel. If the applicant is dissatisfied with the ruling, they may file for a review according to law or initiate a separate lawsuit.

Q5: Can I still pursue the debtor after the debt is settled through the court-approved debt repayment plan?

Yes. The termination of the litigation does not mean that the creditor's rights are extinguished. If the creditor discovers new clues to the debtor's or shareholders' assets, he/she may apply for the resumption of enforcement. If the conditions are met, the shareholders may be added as the debtors. The enforcement plan may be modified through legal procedures.Creditor's rights and debts, and enforcementI understand the channel.

The above Q&A is mainly based on the judicial practice in Beijing. There may be differences in the adjudicative opinions in different regions. It is recommended to consult a professional lawyer based on the specific circumstances of the case.

If you are facing similar problems, it is recommended that you consult a professional lawyer as soon as possible with the evidence materials, so as to avoid missing the statutory time limit. →Legal services for creditor-debtor disputes·Beijing Henglue Law Firm

Disclaimer: This article is compiled based on the current effective laws and regulations and public adjudication rules, and is for general reference only. It does not constitute a formal legal opinion on specific cases. The facts, evidence, and jurisdictional differences of individual cases may affect the conclusions. In case of disputes, please consult a practicing lawyer in time.