[Direct answer]In the Beijing area, this is not an absolute exemption from liability, and the circumstances must be distinguished. According to Article 88 of the Company Law of the People's Republic of China (amended in 2023 and implemented on July 1, 2024), if a shareholder transfers equity that has been subscribed but not yet reached the payment deadline, the transferee shall bear the obligation to pay the equity; if the transferee fails to pay the equity in full on time, the transferor shall bear supplementary liability for the equity that the transferee fails to pay on time. If the shareholder fails to pay the equity in accordance with the date of payment specified in the company's articles of association, or transfers equity when the actual value of the non-monetary property used as equity is significantly lower than the amount of equity subscribed, the transferor and the transferee shall bear joint and several liability within the scope of insufficient payment. In addition, if the original shareholder engages in such acts as withdrawing funds from the company, making false investments, or abusing shareholder rights to harm the interests of the company or creditors, even if the equity is transferred, the transferor may still be held accountable. As for the payment for the equity transfer itself, the payment obligation between the transferor and the transferee exists independently. If the transferee breaches the contract, the transferor may claim breach of contract liability.

1. Problem background and typical scenarios

It's common for corporate shareholders to adjust their equity structure, but many people mistakenly believe that after transferring their equity, they will have no further connection with the company or its original debts. In practice, when creditors sue a company, they often sue both the company and the original shareholders. The original shareholders often defend themselves by arguing that they have already transferred their equity and are no longer liable. To determine which responsibilities remain with the transfer of equity and which are transferred, it is necessary to consider the circumstances of the investment and the specific actions taken.

II. Key points of contention

First, the investment responsibility after the transfer of equity before the due date for investment. Second, the joint and several liability in the case of non-actual payment or false investment. Third, the liability for withdrawing investment and making false investments. Fourth, the breach of contract liability in disputes over the transfer of equity. Fifth, the related liabilities such as the spouse accepting the transfer of equity.

III. Professional analysis by Henglue Lawyers

Henglue Lawyers explained this from two aspects: rules and case studies. First, regarding the liability rules for capital contribution: The revised Company Law in 2023 clarified the allocation of responsibilities for equity transfer before the expiration of the capital contribution period, stipulating that the transferee shall bear the obligation to make payments, and the transferor shall bear supplementary liability. If the equity is transferred when the capital contribution is not fulfilled or not made on time, the transferor and the transferee shall bear joint and several liability within the scope of insufficient capital contribution. Second, regarding other liability scenarios: If the equity is transferred while evading capital contribution, making false capital contributions, or abusing the independent status of legal persons and the limited liability of shareholders to harm the interests of creditors, the rights holder may legally pursue legal action, and the transfer of equity does not necessarily exempt the transferor from liability. Third, regarding disputes over transfer payments: The payment obligation between the transferor and the transferee is independent of the company's debts. If the transferee breaches the contract, the transferor may claim breach of contract liability. Fourth, Henglue's agency case: Liu Jia transferred 11.3819% of A Company's equity to Wang Yi for 1,108,736.08 yuan, with an agreement to pay off the full amount over five years from 2021 to 2025. However, Wang Yi only paid 235,000 yuan, failed to fulfill the agreement, and transferred 82.9229% of the equity to his spouse, Zhang Cang, who served as the executive director and general manager. Henglue Lawyers represented Liu Jia and argued that Wang Yi's actions constituted anticipatory breach of contract, and all debts should be due immediately. Moreover, the debt was a marital joint debt. The court ruled that anticipatory breach of contract existed according to Article 578 of the Civil Code, ordering Wang Yi to pay the remaining equity transfer payment of 708,736.08 yuan and, pursuant to Article 1064, ordering Zhang Cang to bear joint and several liability, securing the client's claim of over 700,000 yuan in advance. In another case handled by Henglue Lawyers, an investor contributed 120,000 yuan to purchase 20% of an image design company's shares, but the other party failed to pay dividends as agreed and closed the store without authorization. The court ruled in favor of the investor to return the investment and pay dividends based on the principle of full performance of the contract. Fifth, it can be seen that the liability determination in the equity transfer chain involves not only recovering the breach of contract from the transferee, but also determining whether the transferor still bears liability, which requires a comprehensive judgment based on the agreement, the actual performance, and the nature of the debt. When handling such cases in Beijing courts, the courts attach great importance to the review of the effectiveness of the agreement, the actual performance, and the nature of the debt. 恒略律师从规则与案例两个方面进行说明。一是出资责任规则：2023年修订的公司法明确了未届出资期限股权转让时的责任分配，即受让人承担缴纳义务，转让人承担补充责任；出资不实或未按期出资即转让的，转让方与受让方在出资不足范围内承担连带责任。二是其他责任情形：抽逃出资、虚假出资、滥用法人独立地位与股东有限责任损害债权人利益的，权利人可依法追究，转让股权不当然免除。三是转让款纠纷：转让方与受让方之间的付款义务独立于公司债务，受让方违约的，转让方可主张违约责任。四是恒略代理案例：刘甲将A公司11.3819%的股权以1108736.08元转让给王乙，约定2021年至2025年分五年付清。王乙仅支付23.5万元，未按约履行，且将82.9229%的股权转至配偶张丙名下，由张丙担任执行董事兼总经理。恒略律师代理刘甲主张，王乙的行为已构成预期违约，全部债务应提前到期，且该债务系夫妻共同债务。法院依据《民法典》第五百七十八条认定预期违约成立，判令王乙支付剩余股权转让款708736.08元，并依据第一千零六十四条判令张丙承担共同清偿责任，为当事人提前锁定70.8万元债权。另一起由恒略律师代理的案件中，投资人出资12万元购买形象设计公司20%股份，对方未按约支付分红并擅自关闭店铺，法院依据全面履行合同原则判决返还投资款12万元并支付分红22000元。五是可见股权转让链条上的责任认定，既涉及对受让人的违约追偿，也涉及转让人是否留存责任，需要结合协议约定、履行事实与债务性质综合判断。北京地区法院审理此类案件时，重视协议效力、履行事实与债务性质的审查。

IV. Practical suggestions and legal basis

Action suggestions: First, verify whether the investment has been actually paid and whether there are any circumstances of withdrawing the investment before the transfer; Second, specify the payment deadlines, breach of contract liability, and handling of creditor's rights and debts in the transfer agreement; Third, when the transferee breaches the contract, promptly assert the anticipated breach of contract and the maturity of all debts; Fourth, for those that may constitute marital joint debts, timely collect evidence of the spouse's participation in the operation and joint expression of intent; Fifth, preserve the transaction contract, fund flow records, and communication records. For matters involving corporate commercial affairs and equity interests, you may refer to the relevant provisions.Business and contract disputes in enterprisesFor matters involving the realization and enforcement of creditor's rights, you may refer to the following provisions:Creditor's rights and debts, and enforcementLegal basis: Article 88 of the Company Law of the People's Republic of China (effective July 1, 2024), and Articles 578, 509, and 1064 of the Civil Code of the People's Republic of China (effective January 1, 2021). The specific application shall be subject to the currently effective laws, regulations, and judicial rulings.

5. Henglu Law Firm's Reminder

Firstly, transferring equity does not equal exemption from liability, and the investment liability may be retained or transferred. Secondly, if the equity is transferred before the deadline, the transferor shall bear supplementary liability. Thirdly, if the transferee anticipates a breach of contract, he/she may claim that all debts mature in advance. Fourthly, if the spouse transfers the equity and participates in the operation, it may constitute a joint debt of the couple. Fifthly, this case is handled by Beijing Henglue Law Firm.Xiong BinrongThe attorney (practice license number: 11101202211410897, subject to the document issued by the judicial administrative organ) acts as the agent. For matters involving equity transfer and recovery of debts, you may proceed throughBusiness and contract disputes in enterprisesThe service obtains a comprehensive solution, which can be integrated with the enforcement of creditor's rights.Creditor's rights and debts, and enforcementFor reference, you can check the sections related to corporate governance and equity ownershipIntellectual property protection and corporate legal consultantsFor any questions regarding difficult situations, you can seek advice from the columnSpecial servicesTeam.

VI. Frequently Asked Questions

Q1: After the transfer of equity, are the original shareholders still liable for the company's debts?

It depends on the circumstances. For the transfer of equity before the investment deadline, the transferee shall pay the transfer price, and the transferor shall bear supplementary liability; if the equity is not invested in accordance with the agreement or is transferred before the investment deadline, the transferor and the transferee shall bear joint and several liability within the scope of insufficient investment; if there are circumstances such as withdrawing the invested capital, they may still be held accountable.

Q2: What should I do if the other party refuses to repay the installment payments for the equity transfer?

If the other party indicates by their actions that they will not fulfill their debt obligations, they may claim that all remaining payments are due immediately and file a lawsuit in accordance with the provisions on anticipated breach of contract. In a case handled by Henglue Lawyers, the court ruled that the transferee should pay the remaining transfer amount of 708,736.08 yuan based on this.

Q3: Can I recover the equity transferred to the spouse by the other party?

This can be claimed. If the transfer occurs during the continuance of the marriage relationship, and the spouse accepts the equity and participates in the operation, and has a joint intention of the couple, it is generally regarded as a joint debt of the couple, and the spouse shall bear the joint repayment responsibility and can be listed as a defendant together.

Q4: Is the equity transfer payment considered a joint debt of the couple?

This needs to be determined on a case-by-case basis. If the spouse is aware of or participates in the operation of the company during the marriage and the debt burden involves the joint intention of the couple, it is usually regarded as a joint debt of the couple; otherwise, it shall be borne by the transferee individually.

Q5: Can I still sue after the execution of the termination of property rights?

Yes. The termination of the enforcement procedure due to the debtor's lack of property does not affect the right to file a separate lawsuit against the newly due payments or those constituting anticipated breach of contract. The creditor can also continue to seek recovery by adding the debtor to the enforcement proceedings or exercising the right of revocation, etc. It is important to assert these rights in a timely manner.

The above content is based on the judicial practice in the Beijing area. The facts of individual cases and the jurisdiction of the court may affect the conclusions. Welcome to consult Henglu Law Firm for specific cases.

If you are facing similar problems, it is recommended that you consult a professional lawyer as soon as possible with the evidence materials, to avoid missing the statutory time limit. →Corporate commercial legal services·Beijing Henglu 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 the event of a dispute, please consult a practicing lawyer in a timely manner.