Equities-Forfeit Shareholders'Liability and Its Relief in Terms of the New Company Law
The new Company Law prescribes the equities-forfeit of shareholder in the Article 52,replacing the expulsion rule prescribed in the Judicial Interpretation.After equities are forfeited,the shareholders'duties and liabilities to company's creditors still exist.The theoretical base of the shareholders'liability is the creditors'subrogation right.Before the equities are disposed,the company's creditor can claim the equities-forfeit shareholders to bear additional liabilities to the extent of principle and interest not contributed by the shareholders,for compensating the debts of the company that are unable to be repaid.If the shareholders bear their liabilities to the company's creditors,they should generally be allowed to restore the equities in some specific conditions.When the company and the equities-forfeiting shareholders cannot agree on whether the shareholders can restore their shares,the company should have the right of final decision.And if restoration cannot be realized,the shareholders can propose recovery from the company.If the equities have been disposed,the company's creditor can claim the shareholders'liability only if the forfeit-equities have been transferred and at the same time the transferees has not donated the shares,and after their bearing liability,the shareholders can propose recovery from the transferees.
equities-forfeit shareholdersprotection of the creditorscompensation liabilityrestore equitiesrecover from the company
万方数据
维普
