Should nominal shareholders be held responsible for failure to fulfill their capital contribution obligations? What kind of responsibility should we bear if we have to take responsibility? Recently, the People's Court of Xiping County, Henan Province, concluded a dispute over the liability of shareholders for damaging the interests of company creditors. In 2021, it was confirmed by effective legal documents that B Industrial Company should pay over 5.39 million yuan in material fees to A Technology Company. After applying for compulsory execution, there are still over 2.26 million yuan and delayed interest that have not been fully executed. Later, A Technology Company discovered that the initiators and shareholders of B Industrial Company, Liu and Wang, respectively subscribed 2.4 million yuan and 600000 yuan, both before March 12, 2020, but their actual contributions were 0 yuan. A Technology Company subsequently sued shareholders Liu and Wang, demanding that Liu and Wang respectively assume supplementary compensation responsibilities for the unfulfilled portion of B Industrial Company's debts within the scope of their unfulfilled capital and interest. During the court proceedings, both Liu and Wang argued that they were only nominal shareholders holding shares on their behalf and not actual contributors, and should not be held responsible for this. After the court's trial, it was found that if the company's creditors request shareholders who have not fulfilled or fully fulfilled their capital contribution obligations to bear supplementary compensation liability for the part of the company's debts that cannot be repaid within the scope of the unpaid principal and interest, the people's court should support it. If the creditors of the company request that the shareholders registered with the company registration authority fail to fulfill their capital contribution obligations, and that they bear supplementary compensation liability for the unpaid part of the company's debts within the scope of the unpaid principal and interest, the people's court shall not support the defense made by the shareholders on the grounds that they are only nominal shareholders and not actual contributors. In this case, the defendants Liu and Wang, as registered shareholders of debtor B Industrial Company, failed to fulfill their investment obligations as stipulated in the articles of association of debtor B Industrial Company before the expiration of the investment period. Although they signed a entrusted shareholding agreement with the actual investor, they should still bear supplementary compensation liability for the plaintiff's debt of more than 2.26 million yuan and delayed interest within the scope of their unpaid principal and interest in accordance with the law. Therefore, the defense opinions of Liu and Wang have no legal basis and the court will not accept them. The plaintiff A Technology Company's request has sufficient evidence and is supported by the court. The court thus made the above judgment. After the first instance judgment, no party appealed, and the judgment has now come into effect. The judge stated that shareholder contribution is the initial source of company funds and an important guarantee for the realization of the creditor's rights of the company. Therefore, shareholders should fully pay their capital contributions. But the company's creditor's rights are based on the company's assets for repayment. Only when the company is unable to repay the creditor's rights, and the creditor first requests the company but has not fully realized all the creditor's rights, can the shareholder who fails to fulfill the investment obligation be requested to assume responsibility. Therefore, in this situation, shareholders who fail to fulfill their capital contribution obligations are liable for supplementary compensation within the scope of non contribution. Although nominal shareholders are not the true rights holders of equity, internal agreements between nominal shareholders and actual investors cannot compete against third parties. According to the principles of publicism and superficiality in commercial law transactions, a third party can reasonably believe that the registered shareholder is the real equity holder based on their trust in the registered content. Therefore, they can demand that they bear supplementary compensation liability for the unpaid debts of creditors within the scope of their unfunded contributions. However, when the nominal shareholders bear corresponding compensation responsibilities to the outside world, they can recover from the actual contributors according to the agreement in the contract between the two parties. (Lai Xin She)
Edit：Jia jia Responsible editor：Liling
Source：http://rmfyb.chinacourt.org
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