Our country " company method " formulary company worth is independent at partner personal property, according to law stipulates the debt of the company should be assumed by company proper motion, endowment not company of pay a debt in kind or by labour should apply for to go bankrupt. That why after company loss goes broke, does the boss run even road?
The company goes broke
1. " company method " set " thorn defeats company veil " system, namely " company moral quality is denied " system, in " position of independence of legal person of partner abuse company and partner are limited responsibility will dodge the creditor " below the circumstance, although company endowment not pay a debt in kind or by labour, partner also wants with its oneself total worth assumes joint liability to debenture Wu.
" company method " position of independence of legal person of company of abuse of shareholder of the 20th company and partner are limited responsibility, dodge the creditor, harm company loan interest badly, ought to assume joint liability to debenture Wu.What meaning is legal provision? " company method " requirement company should become independent with partner, the company should have independent moral quality, it is under this premise, partner just assumes finite responsibility to the debt of the company. But in practice, especially small-sized company, put in many company worth and partner belongings confuse sth with sth else, company Zhang and individual Zhang are not divided, the case such as many capital come-and-go exists between partner and company, the company made the tool of partner, playing thing. Here the circumstance falls, if still still admit partner,with its contributive forehead in the limit of assumes finite responsibility to debenture Wu, very adverse to protecting creditor, because the company has made the tool that partner dodges the creditor, so " company method " regulation, the partner below this kind of circumstance ought to assume joint liability to debenture Wu.
2. partner existence is contributive and disloyal, smoke escape not false and contributive, contributive, contributive circumstance, the debtor of the company can ask partner is in pay off responsibility was not assumed to debenture Wu inside the limits with contributive capture, partner of this kind of circumstance also can run road.
(1) top people court about applicable " company law of People's Republic of China " the regulation of a certain number of problems (2) when the 22nd company is disbanded, partner have not of pay contributive all should regard liquidation as belongings. Partner have not of pay contributive, include to expire should capture not of capture contributive, and the regulation that method of according to company mixes the 81st the 26th times in installment pay have not of deadline of pay of at the expiration of one's term of office contributive. Company worth can't when pay off debt, creditor advocates not capture is contributive partner, and the other shareholder when the company is established or initiator is in not capture assumes responsibility of implicative pay off to debenture Wu inside contributive limits, people court should give lawfully support. (2) top people court about applicable " company law of People's Republic of China " the regulation of a certain number of problems (3) thirteenth partner was not fulfilled or did not fulfil contributive obligation in the round, other perhaps shareholder asks the company its fulfil contributive obligation in the round lawfully to the company, people court should grant to support. The partner that company loan request was not fulfilled or did not fulfil contributive obligation in the round is right inside limits of not contributive principal and interest debenture Wu cannot the part of pay off assumes additional liability to pay compensation, people court should grant to support the partner that; was not fulfilled or did not fulfil contributive obligation in the round to had assumed afore-mentioned responsibility, other loan puts forward identical request, people court does not grant to support.Partner ought to fulfil contributive obligation to the company according to the agreement of company rules, the part with not contributive partner all makes the property of the company after contributive deadline at the expiration of one's term of office. Partner is contributive and disloyal, smoke escape not false and contributive, contributive, contributive, all answer to the company complemental and contributive, the belongings that encroached a company otherwise counterpoises. Become so company endowment not when pay a debt in kind or by labour, to the property that the company ought to own, the debtor of the company has authority to ask partner is in of course pay off responsibility was not assumed to debenture Wu inside the limits with contributive capture.
3. partner is offerred to the debt of the company have assure, when the company does not have liquidity, creditor has authority to chase after countervail to partner, partner also can run road
The company is in to loan loan when, to guarantee the security of creditor's rights, average loan can ask partner is assumed for this debt make sure responsibility perhaps offers guaranty, impawn to wait jointly assure measure, after debt expires, creditor has authority to chase after countervail to perhaps sell off ／ to auction ／ convert into money to suffer the pawn that lets partner offer to partner. Below this kind of circumstance, partner also can run to avoid liability road.
