[Direct answer]In the Beijing area, the situation varies depending on the circumstances: If the original shareholders who have invested on time and in full transfer their shares, they will no longer be liable for the company's debts; if the transfer occurs before the due date for investment, the obligation to invest will be borne by the transferee, and the transferor will bear supplementary liability; if the investment is defective (insufficient investment or withdrawal of funds), the transferor and the transferee will bear joint and several liability within the scope of insufficient investment, unless the transferee is unaware of this. Those who want to evade their investment obligations by "transferring equity" will not find a legal loophole to do so.

I. Problem Background and Typical Scenarios

The typical operation of transferring responsibility: subscribing to a capital contribution of 10 million yuan over a period of 50 years, and then transferring the equity to "relatives who are defaulters" or elderly relatives after the company incurs debts; transferring the equity immediately after withdrawing the investment; stipulating in the transfer agreement that "the debt has nothing to do with the transferee"; and the transferee only discovering that the company is insolvent after taking over. The combination of rules in the new Company Law and judicial interpretations in 2023 has basically blocked these approaches.

II. Key points of dispute

First, the allocation of responsibilities for transfers before the maturity. The new rules stipulate that the transferee shall bear the obligation to make capital contributions, and the transferor shall bear supplementary liability. Second, the joint and several liability for the transfer of defective capital contributions. The joint and several liability of the transferor and the transferee, and the exception for bona fide transferees. Third, the transfer price and the review of its authenticity. The obviously unreasonable consideration, and the transferee's presumption of knowledge. Fourth, the pursuit from the creditor's perspective. The application of accelerated maturity and recovery of capital contributions in the transfer scenario.

III. Professional analysis by Henglue Law Firm

The equity transfer liability in equity transfer. Article 88 of the 2023 New Company Law provides a clear framework: for the transfer of equity that has been subscribed but not yet reached the payment deadline, the payment obligation shall be borne by the transferee; if the transferee fails to pay in full on time, the transferor shall bear the supplementary liability; for the transfer of defective equity where the payment has not been made on time or the capital has been withdrawn, the transferor and the transferee shall be jointly liable within the scope of the insufficient payment, and if the transferee did not know or should not have known of the defects, the transferor shall bear the liability. The practical implementation of the rule is divided into three perspectives. From the perspective of the transferor: Under the subscribed system, the "term-based benefits" channel for transferring responsibility has become narrower—the transferor still bears supplementary liability after the transfer if the payment deadline has not arrived (the transferor will be pursued if the transferee fails to pay), and the joint and several liability for withdrawn and unpaid capital is heavier. If the transferor wants to isolate risks by transferring to someone who lacks solvency, creditors can directly pursue the transferor for supplementary liability, which actually increases personal risks. The compliant path is to complete the actual payment before the transfer (follow the statutory reduction procedures for capital reduction) or arrange the transfer based on genuine commercial consideration and due diligence on the transferee's financial capacity. From the perspective of the transferee: Before accepting the equity, conduct three checks—check the capital (verification report, bank statements, audit report; make up the proportionally unpaid subscribed capital), check the company's liabilities (lawsuits, guarantees, unpaid taxes, or due diligence on the list of potential liabilities), and check the reasonableness of the transfer price (if the price is obviously low and the company's assets do not cover its liabilities, the transferee's "knowledge" will be presumed, and the defense of good faith will be difficult to establish). The statements and warranties in the transfer agreement (that the capital has been paid in full, no undisclosed liabilities, no external guarantees) and the breach of contract liability are the transferee's only contractual defense. These clauses should be written in detail during drafting. From the perspective of the creditor: There are three paths for pursuing the company's unpaid debts—claim accelerated maturity from the subscribed shareholders who have not yet reached the payment deadline (the accelerated maturity rule applies if the company, as the executed party, has no assets available for execution), claim joint and several liability from the transferor and transferee of the defective capital, and claim the invalidity of the transfer or the denial of the company's legal personality in cases of malicious collusion in the transfer (transferring to an insolvent related party to evade debts). The channel for adding the unpaid subscribed shareholders to the execution process is also a fast track. A reminder to both parties of the transaction: The tax treatment of equity transfer (income tax declaration) and the review of equity transfer liability should be done simultaneously. The anchor point for price negotiation is the "net debt value". Conduct due diligence before signing the contract to save money, and face litigation after signing the contract to spend more. With the active equity transactions in Beijing and the tightening of liability rules after the implementation of the new company law, the old experience of "transferring responsibility" has become completely outdated. Legal due diligence before the transaction has become a must rather than an option.

IV. Practical suggestions and legal basis

The first step is capital verification: prioritize the verification of capital flow and written confirmation of unpaid status. The second step is agreement guarantee: itemize the statement of guarantee and breach of contract compensation clauses. The third step is creditor pursuit: evaluate accelerated maturity, joint and several liability, and additional enforcement through three parallel channels. The fourth step is transaction due diligence: review four lists of liabilities, guarantees, litigations, and taxes before signing. Main legal basis: Article 88 (post-transfer capital liability) and Article 54 (accelerated maturity) of the Company Law of the People's Republic of China (2023 amendment); the Supreme People's Court's Interpretation on Several Issues Concerning the Application of the Company Law (III) (liability for capital contribution and withdrawal); specific application shall be subject to the currently effective regulations.

5. Henglu Law Firm's Reminder

The investment responsibility of equity transfer is "follow the person": the unpaid investment will not disappear just because of an agreement. The transferee takes over the responsibility, and the transferor bears the ultimate liability. The rules are becoming increasingly stringent. Both the buyer and the seller conduct due diligence before signing the contract—checking the investment, checking the liabilities, and writing guarantees. All three steps are indispensable. For matters involving due diligence and liability disputes in equity transfer, you can seek legal help through legal channels.Business and contract disputes in enterprisesYou can refer to the overall solution for services, which involves corporate governance and equity structureIntellectual property protection and corporate lawFor reference, you can check the sections related to debt collection and enforcementCreditor's rights and debts, and enforcement casesFor the plate, those involved in the design of the transaction plan can combine their effortsSpecialised legal servicesPlate consultation.

VI. Frequently Asked Questions

Q1: If the shares are transferred before being subscribed and paid in, can the transferor evade their obligations?

No. The transferee shall bear the obligation to make the investment, and if the transferee fails to do so, the transferor shall bear the supplementary liability.

Q2: Is the transferee also liable if they are unaware of the situation?

A person who acts with goodwill and conducts a reasonable review will not be held liable for transactions involving obviously low consideration where the other party is aware of the situation.

Q3: Is it effective to urgently transfer assets after the company gets into debt?

The transfer of assets with the intention of evading debts through malicious collusion can be revoked or declared invalid, and the original shareholders will still be held accountable for the consequences.

Q4: Does the transferee need to make up for the unpaid subscribed capital?

Yes, the obligation to make investments transfers with the transfer of equity ownership. Before taking over, you should check the unpaid amount first.

Q5: Do I still need to bear responsibility after making the actual payment before the transfer?

If the transferor has fully paid the registered capital and there is no withdrawal of funds, the transferee will no longer be liable for the company's debts after the transfer.

This article is written based on the common judicial interpretations in the Beijing area. If the case occurs in other regions, it is recommended to consult local lawyers to verify the regional differences.

If you are currently facing similar problems, it is recommended that you consult a professional lawyer as soon as possible with the relevant evidence materials to avoid missing the statutory time limits.Business and commercial legal services·Beijing Henglu Law Firm

Disclaimer: This article is compiled based on current laws and regulations and publicly available adjudication rules, and is for general reference only. It does not constitute formal legal advice for 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.