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G-road Exploration

Civil Liability of Shareholders and Companies

Article 3 of the Company Law stipulates that a company is an enterprise as a legal person with independent legal person property and enjoys legal person property rights. The company is liable for its debts with all its property. The shareholders of a limited liability company shall be liable to the company within the limit of their subscribed capital contributions; the shareholders of a joint stock limited company shall be liable to the company within the limit of their subscribed shares." According to the provisions of this article, the company has an independent personality and is independently liable to the outside world with its property. Shareholders'property and company property are independent, and shareholders can not occupy the company's property. At the same time, the scope of shareholders' and company's civil liability should be strictly distinguished. Shareholders should bear limited liability, without legal basis, and shareholders should not be required to bear joint and several liability for the company's debts.

Author: Liangjun Ma, founding partner and lawyer of Shanghai G-road Law Firm

This article was originally created by the lawyer of Shanghai G-road Law Firm and represents the author's own opinion. It should not be regarded as the formal legal opinions or suggestions issued by G-road Law Firm or its lawyers. If you need to reproduce or quote anything in this article, please indicate the source.