Practical notes! How to successfully sue the cancelled company for debt collection

Practical notes! How to successfully sue the cancelled company for debt collection?

Case discussion. How to sue a cancelled company?

A college classmate who works as a lawyer in Xi 'an called me to discuss a case: his client (called "A") gave millions of money to a company (called "B"), and the remark was "investment money". The two sides were introduced by friends and did not sign a formal agreement. Later, A wanted to get the investment money back, and B agreed, but time dragged on. I went to consult a lawyer until A felt something was wrong. My classmate checked it for him and found that this B company has gone through a simple cancellation and closed down! We made a phone call and discussed some problems. The conclusion is that we will sue shareholder B and win more.

The idea of suing shareholders: First of all, the cause of action belongs to "liquidation responsibility dispute". Secondly, since the company has made a company account, it should be the company suing the company. Why can shareholders participate? Don't shareholders bear limited liability? The reason is that shareholders have violated the law in the liquidation process.

Reference clause: Provisions of the Supreme People's Court on Several Issues Concerning the Application of the Company Law of People's Republic of China (PRC) (II).

Article 20 When a company is dissolved, it shall apply for cancellation of registration after liquidation according to law. If the company's registration is cancelled without liquidation, resulting in the company's inability to liquidate, and the creditors claim that the shareholders, directors, controlling shareholders and actual controllers of a limited liability company shall be liable for the company's debts, the people's court shall support them according to law. If the company is deregistered without liquidation according to law, and the shareholders or the third party promise to be liable for the company's debts when handling the deregistration at the company registration authority, and the creditors claim to bear corresponding civil liabilities for the company's debts, the people's court shall support it according to law.

The court's view in the judgment of similar cases is: "When the shareholders cancel, the creditor-debtor relationship between the company and the plaintiff (that is, the creditor) already exists. In the case that the plaintiff was a known creditor, the company was cancelled through a simple cancellation procedure, and the four defendants still informed the administrative department for industry and commerce that the creditor-debtor relationship of the company had been cleared up and applied for cancellation of registration, resulting in the plaintiff's failure to declare creditor's rights according to law and not being paid off. " Therefore, we believe that the four defendants should be liable for the above debts of * * Company. "

Liquidation link and shareholders' liability: in the liquidation link, according to the law, what other circumstances will implicate shareholders' liability?

1. When the company is liquidated, it fails to fulfill its obligation to notify creditors.

2./kloc-The liquidation group is not established within 0/5 days, or the account books are lost.

3. Malicious disposal of property or cancellation with false liquidation report.

4. The commitment of the registration authority to take responsibility for the company's debts at the time of cancellation. (On the Importance of Obtaining Commitment Letter by Checking Internal Documents)