On Study Of Case About Shareholder Supplementary Liability Liquidation Of Wuxi Pilot V.Yiding Auto

The main function of the company law is to balance the interests of shareholders,creditors and the company,and the main purpose of the capital supplemental liability system under the company system is to protect the interests of creditors.The case of Wuxi Pilot v.Yiding Auto Company is a typical case of capital supplemental liability in judicial practice.The controversial point of the case is whether the original shareholder of Yiding Auto Company constitutes capital evasion,whether the original shareholder of Yiding Auto Company should bear the responsibility of shareholders’ liquidation,and the responsibility of the plaintiff in the case,Pilot,for the protection of claims.First of all,whether the shareholders constitute abstraction of capital,the key is to determine whether the ownership of the subject matter of the shareholders’ contributions in the transfer between the shareholders and the company,whether the shareholders paid a fair and reasonable consideration to the company.The main basis for determining whether the shareholder has paid a fair and reasonable consideration is the relevant financial information of the company.In this case,the original shareholders of Yiding transferred the capital contribution into the company’s account for capital verification and then transferred it out again,which obviously did not pay reasonable consideration and therefore constituted abstraction of capital contribution.Secondly,whether the original shareholders of Yiding Auto Company should bear the responsibility of shareholders’ liquidation,the determination of shareholders’ liquidation responsibility needs to be analyzed from two aspects: the conditions of responsibility and the causes of responsibility.The liability condition of the shareholder’s supplementary liability,"the company cannot pay off its debts as they fall due",should be judged on a case-by-case basis,and the court judge should judge the company’s income statement,cash flow statement and balance sheet,The court will determine whether the company is "insolvent" by applying the criteria of "insolvency".In judicial practice,when applying the cause of liability for shareholders’ supplementary liability,"shareholders’ failure to fulfill or fully fulfill the obligation of capital contribution",we should adopt the view of "broad sense",that is,the shareholders should be held liable for the unexpired capital contribution even if the deadline for payment of capital contribution agreed between shareholders has not yet arrived.The expansive interpretation of the cause of liability is conducive to the protection of creditors’ interests.The shareholders of Yiding Auto Company’s abstraction of capital meet the two elements of capital supplemental liability,and the uncaused character of capital supplemental liability determines that the nature of the underlying claim and the establishment time have no influence on the establishment of capital supplemental liability,so the shareholders of Yiding Auto Company should bear the capital supplemental liability.Finally,the plaintiff involved in the case of the protection of the claims of the company’s liability attribution.From the perspective of creditors’ protection,the court should fully protect the creditors’ litigation rights,specifically the court should allow creditors to freely choose different litigation requests according to the circumstances of the case,and recognize the simultaneous existence of two forms of liability,capital supplemental liability and unlimited joint and several liability,at the level of substantive law.