Case Analysis On The Lawsuit Of The Dispute Of Shareholders Between Xiangtong Company And Haoyue Company

Protecting the legitimate interests of companies,shareholders and creditors is an important tenet of modern company law legislation.In the judicial practice of the company,there will be some conflicts between the interests of the subjects,which requires the law to protect the legitimate interests of commercial subjects.After the reform of the company capital system,the company creditor protection is facing new challenges.This paper try to analysis Xiangtong company and HaoYue equity transfer case starting from the claims of Xiangtong company,by Xiangtong company request HaoYue company responsibility and shareholders liable as the breakthrough point.Based on above,it try to explain the subscribed capital under the shareholders' capital contribution obligation and the creditor protection.The equity transfer agreement which Xiangtong company and Hao Yue company signed is established according to law and effective.The assignor Xiangtong company completed the equity delivery within the time limit specified in the contract and change of the industrial and commercial registration and the assignee Hao Yue company should pay equity transfer section in accordance with the contract.Xiangtong's request should be supported.Whether Xiangtong Company could require shareholders of Haoyue Company to take responsibility became the focus of the controversy.The registration system of a Company's registered capital has undergone tremendous changes after the revision of the Company Law: the shareholder's contribution is given a higher degree of autonomy.The shareholder's contribution is not limited to the minimum amount,and they can have the discretion of the timeline for capital contribution.When the company cannot repay the legitimate creditor's claim,it becomes a problem to be urgently solved both theoretically and practically that whether the shareholder's contribution obligation should be accelerated to pay off the debt of the company aunder non-bankruptcy circumstance.Shareholders' contribution obligations are both legal and contractual.The agreement on the timeline of the shareholders' contribution is an internal agreement between the shareholders and the shareholders and within the shareholders,which is granted by the internal agreement cannot be applied to the external relationship.The legal nature of the shareholders' investment obligations determines that the performance of the shareholders' obligations cannot be understood in accordance with the general claims.However,the company is a corporate organization,the shareholder contribution is an important part of the company's property and the performance of the shareholders' contribution is related to the development of the company.When the Company is unable to settle the debts due,the shareholders cannot defend against the expiration of the Company's obligation to contribute.The capital contribution of the shareholder at the beginning of the establishment of the company shall be deemed to be the property of the company on the date of its subscription,and the shareholders shall not pay immediately if they are entitled to the time limit.But when the company encounters the condition of insolvency,the Shareholders should fulfill the obligation to contribute in advance,unconditionally return the company's property belonging to the company in order to pay off the debt.All in all,under non-bankruptcy circumstance,the maturity of the Shareholder's contribution obligation should be accelerated,to protect the legitimate interests of creditors and to avoid the company from bankruptcy,which is a highly efficient and reasonable path.Therefore Xiangtong Company's request of the responsibility for Shareholders of Haoyue Company should also be supported.Aiming to avoid malicious collusion between shareholders,malicious use of its capital contribution period and the autonomy of contribution amount,it should be judged that four old and new shareholders of Haoyue Company failure to take responsibilities for Xiaongtong Company within the rage of principal and interest.For the sake of efficiency and autonomy of the company,Haoyue Company's capital reduction should be deemed to be effective,but its flaws cannot be ignored,as the decrease does not haveconfrontation to the known creditors Hong Tong company.Shareholders of Haoyue Company should still be responsible for the payment of Xiangtong Company before the capital reduction.