[Direct answer]In the Beijing area, it is possible to claim the denial of a company's independent personality and require shareholders to assume responsibility for the company's debts. The Company Law of the People's Republic of China (amended in 2023 and implemented on July 1, 2024) establishes the independent personality of the company and the limited liability of shareholders, and at the same time stipulates that when shareholders abuse the independent status of the company and the limited liability of shareholders, evade debts, and seriously harm the interests of creditors, they shall bear joint and several liability for the company's debts; if the shareholder of a one-person company cannot prove that the company's property is independent from his own, he shall bear joint and several liability for the company's debts.

1. Problem background and typical scenarios

The common obstacles in the execution stage are "the company has no assets, and the shareholders own houses and cars". Typical manifestations include: long-term mixing of the company's account with the shareholders' personal accounts; direct transfer of the company's income to the shareholders or their spouses' accounts; unpaid or low-price transfer of the company's assets to related enterprises; the same set of personnel, the same office location, and undivided accounts; signing contracts in the name of the company but having the shareholders personally collect the money. When reviewing such claims, the Beijing District Court will require the creditor to provide objective evidence of the flow of funds and the ownership of assets. From a practical perspective, parties often focus on the outcome and neglect the process. In fact, whether the written documents are complete, whether the communication records are preserved, and whether the key deadlines are grasped often determine the ultimate scope of handling. Therefore, it is very necessary to sort out the materials early, clarify the legal basis, and fix the favorable facts. In the specific analysis, it is recommended to take the timeline as the main line, and match the contracts, vouchers, transaction records with the relevant legal basis one by one, forming a clear handling framework, which is conducive to judging the order and feasibility of various claims.

II. Key points of dispute

First, the standard for identifying confusion and the level of proof required. Second, the procedural differences between personality denial and adding an executor to the enforcement process. Third, the differences in the burden of proof between sole proprietorships and ordinary companies. Fourth, whether the parties involved in a corporate group can be held jointly liable for confusion. Fifth, how to ensure that assets are not transferred after asserting claims. Sixth, how to apply the law when written agreements conflict with mandatory legal provisions, and how to determine the validity of relevant clauses. Seventh, who should bear the burden of proof for key facts and how to set the standard for proof. Eighth, whether relevant time limits have expired and whether it is possible to claim interruption or extension of the time limit. Ninth, whether the parties themselves are at fault and the impact of such fault on the final apportionment of liability. In addition, attention should also be paid to whether the form of evidence is legal, whether key facts can corroborate each other, and the differences in cost, time, and feasibility among different handling options. On this basis, a priority path for further action can be determined.

III. Professional analysis by Henglue Law Firm

The practical experience of Henglue Lawyers is that the success or failure of claims of commingling depends on the evidence of the capital chain. It is necessary to focus on collecting the transaction records between the company's bank statements and the shareholders' personal accounts, the payment instructions and chat records of the financial staff, the sources of funds for asset acquisitions and registrations, the transaction contracts and consideration certificates between related enterprises, and the proof of overlapping office spaces and personnel. If the company is a one-person limited liability company, the burden of proof is relatively favorable, and the shareholders need to prove the independence of their property. Procedurally, if the commingling situation belongs to a statutory additional liability, it can be applied for addition in the execution process, which is more efficient; if it involves complex related transactions and multiple entities, it is advisable to file a suit for personality denial separately, and apply for pre-litigation or litigation preservation as much as possible to prevent the defendant from transferring assets during the litigation. After the evidence is fixed, a timeline and capital flow chart should be formed, which will help the judge understand the case quickly.
This case is handled by Beijing Henglu Law FirmYuan HangAttorney (Practice Certificate No.: 11101202110286151, subject to the certificate issued by the judicial administrative organ) acting as an agent.

IV. Practical suggestions and legal basis

Action list: First, sort out all the fund transactions between the company and its shareholders and prepare a flow chart; Second, retrieve the internal files of the industrial and commercial administration to verify the shareholders, affiliated enterprises, and investment situations; Third, collect evidence of overlapping personnel, venues, and accounts; Fourth, selectively apply for additional claims or file a lawsuit to deny legal personality according to the circumstances; Fifth, simultaneously apply for property preservation and control key accounts. For matters involving enforcement and shareholder liability, you may refer to the relevant provisions of the Company Law and other laws and regulations.Creditor's rights and debts, and enforcement; Those involved in related-party transactions and contract reviews can refer to it for reference.Business and contract disputes in enterprisesLegal basis: The provisions of the Company Law of the People's Republic of China (amended in 2023 and implemented on July 1, 2024) regarding the denial of legal person status and the liability of shareholders of single-member companies, and the "Provisions of the Supreme People's Court on Several Issues Concerning the Alteration and Addition of Parties in Civil Enforcement" (implemented on December 1, 2016 and amended in 2020). The specific application shall be subject to the currently effective laws, regulations, and judicial rulings.

5. Henglue Law Firm's Reminder

Firstly, evidence of the flow of funds is the core of identifying commingling, and it should be fixed as soon as possible. Secondly, the burden of proof in the case of a sole proprietorship company is relatively favorable to creditors. Thirdly, claims and evidence should be presented simultaneously to prevent the defendant from transferring assets. Fourthly, complex related-party transactions should be resolved through litigation rather than enforcement. In cases involving the litigation of disclaiming legal personality and enforcement remedies, it can be resolved through legal means.Creditor's rights and debts, and enforcementThe service receives support, and it can be combined with the review of related enterprises and contractsBusiness and contract disputes in enterprisesFor plates involving clues to shareholders' personal family assets, you can refer to the relevant information.Divorce litigation and family disputesColumn.

VI. Frequently Asked Questions

Q1: If the company's assets are commingled with the shareholders' assets, can the shareholders be sued for legal liability?

This can be claimed. If it can be proven that the shareholder abused the company's independent status to evade debts and seriously damage the interests of creditors, the shareholder may be required to bear joint and several liability for the company's debts; if the shareholder of a sole proprietorship company cannot prove that the company's assets are independent of his/her personal assets, he/she shall bear joint and several liability for the company's debts. Due to differences in facts and evidence in different cases, the conclusions may vary. Parties should pay attention to relevant statutory time periods, submit evidence materials in a timely and complete manner, keep written records of key communications and reminders, and, if necessary, choose appropriate approaches and claim rights in a timely manner under the guidance of professional lawyers. It is recommended to determine the specific handling methods after consulting with complete materials.

Q2: What evidence is needed to prove confusion of funds?

It is necessary to provide the transaction records between the company and the shareholder's account, payment instructions and communication records, the sources of funds for asset acquisition and registration, contracts of related-party transactions and consideration certificates, as well as materials showing the overlap of personnel, office premises, and accounts, in order to form complete evidence of the capital chain. Due to differences in facts and evidence among different cases, the conclusions may vary. The parties concerned should pay attention to the relevant statutory periods, submit evidence materials in a timely and complete manner, keep written records of key communications and reminders, and, if necessary, choose appropriate approaches and assert claims under the guidance of professional lawyers. It is recommended to determine the specific handling methods after consulting with complete materials.

Q3: How much does it cost to litigate such cases?

This includes litigation fees, preservation guarantees, and attorney's fees. The litigation fees are calculated based on the amount of the dispute, and the preservation guarantees can reduce costs through insurance. It is recommended to first assess whether the evidence is sufficient to support the determination of confusion, and then decide whether to sue. Similar issues may have different conclusions in different cases due to differences in facts and evidence. Parties should pay attention to relevant statutory periods, submit evidence materials in a timely and complete manner, keep written records of key communications and reminders, and, if necessary, choose appropriate paths and assert claims under the guidance of professional lawyers. It is recommended to determine the specific handling methods after consulting with complete materials.

Q4: How long does it take to file a lawsuit for personality denial?

The first-instance ordinary procedure generally lasts six months, and the simplified procedure lasts three months. The overall cycle involving the second-instance and enforcement usually takes more than a year. Whether the evidence preparation is sufficient directly affects the pace and outcome of the trial. For similar issues in different cases, the conclusions may vary due to differences in facts and evidence. Parties should pay attention to relevant statutory periods, submit evidence materials in a timely and complete manner, keep written records of key communications and reminders, and, when necessary, choose appropriate approaches and assert claims under the guidance of professional lawyers. It is recommended to determine the specific handling methods after consulting with complete materials.

Q5: Can I add items directly during the execution process?

It depends on whether it falls under the statutory circumstances for additional parties to be added. Those who meet the conditions can apply for the addition of parties during the enforcement process, which is more efficient. However, for cases involving complex related-party transactions or the determination of property commingling, it is usually necessary to file a separate lawsuit and apply for property preservation simultaneously. Due to differences in facts and evidence among similar issues in different cases, the conclusions may vary. Parties should pay attention to the relevant statutory time periods, submit evidence materials in a timely and complete manner, keep written records of key communications and reminders, and, if necessary, choose an appropriate approach under the guidance of professional lawyers to assert their rights in a timely manner. It is recommended to consult with complete materials to determine the specific handling methods.

The above Q&A is mainly based on the judicial practice in the Beijing area. There may be differences in the adjudication standards 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, to avoid missing the statutory time limit. →Legal services for creditor-debtor disputes·Attorney Yuan Hang·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. If you encounter disputes, please consult a practicing lawyer in time.