Jie Rang Plush Blanket Manufacturing and Processing Co., Ltd. was established on September 18, 2017 and formulated the "Jie Rang Plush Blanket Manufacturing and Processing Co., Ltd. Articles of Association" in accordance with the law. legal representative Zhao Mou, with a registered capital of 4,000,000 yuan. The company was established by , invested by four shareholders, Zhao, Yu, Liu and Hu. The company's corporate status is now "recorded" and the company has not liquidated. Jie Rang Plush Blanket Manufacturing and Processing Co., Ltd. has two books, and the company's shareholders' investment situation has not been recorded.
Yu Moumou filed a lawsuit with the court: 1. Yu Moumou does not bear any debts from Jie Rang Plush Blanket Manufacturing and Processing Co., Ltd.; 2. The plush blanket manufacturing and processing Co., Ltd. was ordered to return Yu Moumou's 35,300 yuan to invest in and invest in funds; 3. The litigation fees are borne by Jie Rang Plush Blanket Manufacturing and Processing Co., Ltd.
The first instance court held that after review, the plaintiff of requested not to assume the company's debt and refund his own investment funds, which was actually a withdrawal of the shares. According to Article 71, paragraph 1 and paragraph 2 of the ", , Company Law of the People's Republic of China", "Shareholders of a limited liability company may transfer all or part of their shares to each other. Shareholders shall obtain the consent of more than half of the other shareholders. Shareholders shall notify other shareholders in writing about their equity transfer matters for consent. If other shareholders do not reply after thirty days from the date of receiving the written notice, they shall be deemed to agree to the transfer. If more than half of his shareholders do not agree to the transfer, the shareholder who disagrees shall purchase the transferred shares; if he fails to purchase, it shall be deemed to agree to the transfer. "According to Article 73 of the Company Law of the People's Republic of China, "After the transfer of equity in accordance with Articles 71 and 72 of this Law, the company shall cancel the original shareholder's capital contribution certificate, issue a capital contribution certificate to the new shareholder, and modify the records of the shareholders and their capital contribution in the company's articles of association and the shareholder register accordingly. Such amendments to the company's articles of association do not need to be voted by the shareholders' meeting."
The litigation request against the plaintiff in this case 1. The plaintiff does not assume any debts of Jie Rang Plush Blanket Manufacturing and Processing Co., Ltd. Yu claimed that he and Zhao had been fired by Zhao during the dispute. Now Yu is no longer a shareholder of the company and no longer bears the company's debts. Zhao denied the opinion. The plaintiff did not provide evidence to prove that the company had organized a shareholders' meeting and passed the facts on the resolution to terminate Yu's shareholder qualifications after the shareholder votes. The plaintiff's claim that he has been fired by Zhao, the legal representative of the company, and now it is not a shareholder of the company. According to Article 3, paragraph 2 of the Company Law of the People's Republic of China, "the shareholders of a limited liability company shall be liable to the company to the limit of the capital contribution of to the ." As a shareholder of the company, Yu Moumou's behavior shall be subject to the "Company Law of the People's Republic of China" and the company's Articles of Association, so the court does not support Yu Moumou's claim.
Request for litigation filed by the plaintiff 2. The plaintiff's 35,300 yuan in investment funds were returned. According to Article 31, Paragraph 1 of the Company Law of the People's Republic of China, "After a limited liability company is established, a capital contribution certificate shall be issued to shareholders." In this case, both the plaintiff and the defendant both submitted no capital contribution certificate in the trial. The plaintiff claimed that he would help the company pay off the debts, etc., and he borrowed 40,300 yuan for the company, of which 5,000 yuan had been paid off, and 35,300 yuan had not been paid back so far, but I don’t know how much funds I invested, and the evidence provided by the plaintiff cannot confirm the specific investment amount. is based on the " Civil Procedure Law of the People's Republic of China . Article 67, paragraph 1 and Article 90 of the "Interpretation of the Supreme People's Court on the Application of the Civil Procedure Law of the People's Republic of China" shall provide evidence to prove the facts on which the litigation request is based or the facts on which the other party's litigation request is based. Before making a judgment, if the parties fail to provide evidence or the evidence is insufficient to prove their factual claims, the parties who are burdened with the burden of proof shall bear the adverse consequences. In this case, the plaintiff has unknown amount of funds and cannot provide evidence to confirm the amount of funds. Therefore, the court does not support the plaintiff's claim to refund the plaintiff's 35,300 yuan of funds to invest. To sum up, the plaintiff’s lawsuit cannot be established and should be rejected.
First-instance judgment: Yu Moumou's lawsuit request was rejected.
After the first instance judgment, the plaintiff Yu Moumou filed an appeal without permission.
The second instance holds that a company registered in accordance with the law has independent legal person status, and the company's shareholders bear limited liability to the company to the extent of their capital contribution to the company. This is a way for a limited liability company to reduce the investment risks of and promote and encourage investment. However, the premise for shareholders to enjoy this right is that they have fulfilled their capital contribution obligations in accordance with relevant laws and the company's articles of association. In this case, Yu Moumou claimed not to assume the company's debts and refunded his own investment funds, which was actually a withdrawal of shares. During the trial, both parties acknowledged that there was no capital contribution certificate, and Yu Moumou was not clear about his capital contribution amount and was unable to submit valid evidence to prove his factual claim, the funds provided to the company only in the form of a loan and the expenses such as repaying the company's debts were not the capital contribution method agreed in the company's articles of association, and the company's articles of association had not been modified as a result. Therefore, Yu Moumou proposed that he borrowed money in his personal name to use the company's initial start-up capital and repaying the company's debts, all of which were fulfilling his capital contribution obligations, with an actual investment of 22,300 yuan, and the appeal request for return was rejected due to insufficient evidence, which was not supported in the second instance.
Regarding the section on Yu Moumou's claim that he is not a shareholder of the company and no longer bears the company's debts, Zhao denied it in court, and Yu Moumou could not provide evidence to prove that the company organized a shareholders' meeting and terminated his shareholder qualification resolution, and should bear adverse consequences to him. According to Article 3, Paragraph 2 of the Company Law of the People's Republic of China, "the shareholders of Co., Ltd. shall be liable to the company to the limit of the amount of capital they subscribed." As a shareholder of the company, Yu Moumou's behavior shall be subject to the "Company Law of the People's Republic of China" and the company's Articles of Association.
Second-instance judgment: The appeal is rejected and the original judgment is upheld.
After the first instance judgment, the plaintiff Yu Moumou filed an appeal without permission.
The second instance holds that a company registered in accordance with the law has independent legal person status, and the company's shareholders bear limited liability to the company to the extent of their capital contribution to the company. This is a way for a limited liability company to reduce the investment risks of and promote and encourage investment. However, the premise for shareholders to enjoy this right is that they have fulfilled their capital contribution obligations in accordance with relevant laws and the company's articles of association. In this case, Yu Moumou claimed not to assume the company's debts and refunded his own investment funds, which was actually a withdrawal of shares. During the trial, both parties acknowledged that there was no capital contribution certificate, and Yu Moumou was not clear about his capital contribution amount and was unable to submit valid evidence to prove his factual claim, the funds provided to the company only in the form of a loan and the expenses such as repaying the company's debts were not the capital contribution method agreed in the company's articles of association, and the company's articles of association had not been modified as a result. Therefore, Yu Moumou proposed that he borrowed money in his personal name to use the company's initial start-up capital and repaying the company's debts, all of which were fulfilling his capital contribution obligations, with an actual investment of 22,300 yuan, and the appeal request for return was rejected due to insufficient evidence, which was not supported in the second instance.
Regarding the section on Yu Moumou's claim that he is not a shareholder of the company and no longer bears the company's debts, Zhao denied it in court, and Yu Moumou could not provide evidence to prove that the company organized a shareholders' meeting and terminated his shareholder qualification resolution, and should bear adverse consequences to him. According to Article 3, Paragraph 2 of the Company Law of the People's Republic of China, "the shareholders of Co., Ltd. shall be liable to the company to the limit of the amount of capital they subscribed." As a shareholder of the company, Yu Moumou's behavior shall be subject to the "Company Law of the People's Republic of China" and the company's Articles of Association.
Second-instance judgment: The appeal is rejected and the original judgment is upheld.
