[Direct answer]In the Beijing area, it is possible to apply for additional execution in the execution process or to initiate a separate lawsuit. If a shareholder fails to pay or fully pay the capital contribution, in accordance with the "Interpretation of the Supreme People's Court on Several Issues Concerning the Change and Addition of Parties in Civil Execution" (amended in 2020) and the provisions of the "Company Law of the People's Republic of China" (amended in 2023 and implemented on July 1, 2024) regarding the obligation of shareholders to pay the capital contribution on time and in full, when the company's assets are insufficient to satisfy the debts determined by effective legal documents, the applicant for execution may apply to add the shareholder who has failed to pay or fully pay the capital contribution as the party subject to execution, and the shareholder shall bear supplementary compensation liability within the scope of the unpaid capital contribution. The liability generally extends to the unpaid capital and interest. It should be noted that under the registered capital subscription system, shareholders enjoy the benefit of the investment period and cannot be required to pay the capital contribution in advance in principle; however, in legal circumstances such as the company having bankruptcy grounds but not applying for bankruptcy, or the shareholder's investment period having expired, or the company being dissolved and liquidated, the investment may accelerate maturity. Addition to the party subject to execution is generally initiated by the creditor submitting a written application and evidence to the execution court, which will review and make a ruling after that.

I. Problem Background and Typical Scenarios

Under the registered capital subscribed system, it is a common problem for creditors that the company has "money" on its books but fails to execute the property. There are three typical scenarios: First, the shareholders subscribe to a high amount of capital but actually pay nothing or very little, and the payment period is set very long; Second, the company has been ordered to repay the debt but has no property available for execution, and the shareholders' payment has not yet matured; Third, the company is facing operational difficulties and obvious lack of solvency, but the shareholders delay paying the capital and do not apply for bankruptcy. There are a large number of companies in Beijing, and the subscription period is set in various ways. Whether the capital is in place directly affects the realization of creditor's rights. Understanding the application conditions of the subscription obligation and the accelerated maturity is the key to deciding whether to add the shareholders as defendants.

II. Key points of dispute

First, the scope of the obligation to contribute and the burden of proof: how to prove that a shareholder has not fully contributed the required capital. Second, the boundaries between the benefits of the contribution period under the subscribed system and the accelerated maturity. Third, the criteria for determining that a company has grounds for bankruptcy but fails to file for bankruptcy. Fourth, the differences between supplementary compensation liability and joint and several liability. Fifth, the procedures for filing an additional application and the avenues for remedies. Sixth, the division of responsibilities between the original shareholders and the transferees after the transfer of equity interests.

III. Professional analysis by Henglue Lawyers

When handling such cases, Henglue Law Firm typically does two things first: clarify the facts of the investment and determine whether the maturity can be accelerated. To clarify the facts of the investment, we verify the registered capital, the amount of subscribed and paid-in capital, the investment period and method through industrial and commercial archives, articles of association, capital verification, and bank statements, to confirm whether the shareholders have failed to pay or paid insufficiently. To determine whether the maturity can be accelerated, we need to see whether the company is unable to repay its due debts, whether it obviously lacks the ability to repay, whether it has the grounds for bankruptcy but does not apply for bankruptcy, or whether the investment period has expired and the company has entered the liquidation process. If the maturity can be accelerated, the creditor can request the shareholders to pay the investment in advance and bear supplementary compensation liability within the unpaid scope. In practice, in some cases, the shareholders defend with the argument that "the investment period has not arrived", requiring the creditor to provide evidence to prove that the company has already met the statutory grounds for bankruptcy, etc. Conversely, if the shareholders claim that they have fulfilled their investment obligations, they need to provide complete investment certificates and fund flow records. It can be seen that the core of the dispute between the two parties lies in evidence, and professional organization can avoid deviations in the direction of evidence collection.

IV. Practical suggestions and legal basis

Action suggestions: First, retrieve the business archives, articles of association, and investment information of the company being executed to verify the situation of subscribed and actual paid-in capital; Second, check whether the investment has actually arrived and whether it has been withdrawn through bank statements; Third, collect evidence that the company is unable to pay off debts and obviously lacks the ability to pay off debts, and claim the accelerated maturity of the investment; Fourth, submit an application for additional execution to the execution court or bring a lawsuit in a separate case outside the execution; Fifth, pay attention to the responsibilities of the original shareholders and the transferee shareholders in the case of equity transfer; Sixth, take precautionary measures to prevent the further transfer of assets. For cases involving execution, you can refer to the relevant provisions of the Civil Procedure Law of the People's Republic of China and other relevant laws and regulations.Creditor-debtor relations | Enforcement casesFor reference, the services related to corporate governance and investment compliance are as follows:Intellectual Property Protection | Corporate Legal ServicesFor plate disputes involving basic creditor's rights, you can refer to the following for reference.Business and Commerce | Contract DisputesPlate. Legal basis: The "Interpretation of the Supreme People's Court on Several Issues Concerning the Change and Addition of Parties in Civil Enforcement" (amended in 2020) regarding the addition of shareholders who have not paid or not fully paid their subscribed capital, as well as the provisions of the "Company Law of the People's Republic of China" (amended in 2023 and implemented on July 1, 2024) concerning shareholders' obligation to pay their subscribed capital on time and in full and their liability for compensation. The specific application shall be subject to the currently effective laws, regulations, and judicial rulings.

5. Henglu Law Firm's Reminder

Firstly, if the investment has not been made in full, additional shareholders can be added, but the scope is limited to the unpaid principal and interest. Secondly, under the subscribed system, there are time-limited interests, and the accelerated maturity must comply with statutory circumstances. Thirdly, if a shareholder claims that the investment has been made, he/she needs to prove the flow of funds. Fourthly, the company's obvious lack of solvency is an important entry point. Fifthly, the transfer of equity may lead to issues of responsibility sharing. In cases involving false investment and the addition of a person subject to enforcement, these can be resolved through legal means.Creditor-debtor relations | Enforcement casesThe service obtains an overall solution that integrates corporate governance and investment complianceIntellectual Property Protection | Corporate Legal AffairsFor plates involving the basis of contractual claims, you can refer to the following for referenceBusiness and Commerce | Contract Disputes板块。

VI. Frequently Asked Questions

Q1: If the investment period hasn't arrived yet, can we ask the shareholders to invest in advance?

In principle, this is not allowed, but there are exceptions. Under the subscribed capital system, shareholders enjoy the benefit of a grace period, and creditors generally do not have the right to require them to pay their capital in advance. However, in legal circumstances such as the company already having grounds for bankruptcy but not applying for bankruptcy, the shareholders' capital contribution period having expired, or the company being dissolved and liquidated, the capital contribution obligation may accelerate its maturity, and creditors may claim that shareholders should bear responsibility within the unpaid scope. Whether this applies depends on the specific circumstances of the case and the evidence.

Q2: What evidence is required to add a shareholder?

The main evidence related to the investment includes the information on subscribed and paid-in capital shown in the industrial and commercial archives and the company charter, the capital verification report, bank statements to prove whether the funds have actually arrived, the evidence of whether the shareholders have withdrawn their investments, and the evidence that the company has no property available for enforcement and cannot pay off its due debts. The more complete the evidence is, the more conducive it will be for the court to determine and support the application for additional enforcement.

Q3: What does "supplementary liability for compensation" mean?

It refers to the situation where, when a company's assets are insufficient to settle its debts, shareholders shall bear compensatory liability for the insufficient portion within the scope of their unpaid capital contributions. Unlike joint and several liability, supplementary compensation liability is hierarchical. First, the company's assets shall be used to settle the debts, and only if the insufficient portion remains shall the shareholders bear supplementary liability within the scope of their unpaid capital contributions. If multiple shareholders have not made any capital contributions, they shall bear liability within the scope of their respective unpaid capital contributions.

Q4: What should I do if the shareholder says they have already made the investment?

The burden of proof lies with the shareholder, and the creditor shall verify it. If the shareholder claims that he/she has fulfilled his/her obligation to make capital contributions, he/she shall provide evidence such as bank deposit slips, verification reports, and accounting vouchers to prove that the funds have truly arrived and been used for the company's operations. The creditor may verify the flow of funds. If any circumstances such as "the funds being transferred out immediately after arriving" are found, the creditor may still claim that the shareholder has withdrawn the capital contributions or failed to make actual capital contributions, and require the shareholder to bear responsibility within the corresponding scope.

Q5: How to seek remedies if the additional application is rejected?

You can file a lawsuit challenging the enforcement of the judgment. After the enforcement court makes a ruling on the application for additional enforcement, if the party or the third party is dissatisfied with the ruling, they may file a lawsuit challenging the enforcement of the judgment in accordance with the law, and the trial procedure will make a judgment on the substantive dispute. You can also file a lawsuit separately outside the enforcement procedure, requesting the shareholders to bear the supplementary compensation liability. Regardless of the method chosen, you should pay attention to the time limit and prepare evidence in a timely manner.

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

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. →Legal services for creditor-debtor disputes·Beijing Henglu Law Firm

Disclaimer: This article is compiled based on the current effective laws and regulations and publicly available 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. If a dispute arises, please consult a practicing lawyer in a timely manner.