2023年12月29日通过新《公司法》已于2024年7月1日生效。新公司法生效后各地法院最新典型判例
The latest typical cases from various places after the new company law takes effect。
The new "Company Law" passed on December 29, 2023 has taken effect on July 1, 2024. This revision adds and modifies 228 articles. It is the largest and most thorough revision since the birth of the Company Law in 1993. It has a significant impact and guiding significance on my country's corporate and commercial justice. As the highlights of this revision, what is the judicial effect in practice of the accelerated expiration system of shareholder capital contributions, capital contribution liability for unexpired equity transfers, director removal system, and joint and several liability system of affiliated companies? This article reprints the “first” cases in which local courts applied the new Company Law for your reference.
1. Beijing’s Xicheng District Court applies the new Company Law to the first case of accelerating the expiration of shareholder capital contributions
[Judge’s Interpretation]
Article 54 of the new "Company Law" stipulates: If the company cannot pay off its due debts, the company or the creditors of the due claims have the right to require shareholders who have subscribed for capital contributions but have not yet expired to pay capital contributions in advance. For the first time, this law clearly stipulates in the form of legislation the accelerated maturity system of shareholders’ capital contributions in situations other than bankruptcy or dissolution.
2. Chongqing Yuzhong Court applied the new Company Law, the first case in which a bankruptcy administrator recovered the supplementary liability for unexpired equity transfers
[Judge’s Interpretation]
The new "Company Law" clearly stipulates the liability of the transferee and the transferor when a shareholder transfers equity that has subscribed for capital but has not expired. This provision directly fills the gap in judicial practice regarding the transfer of unexpired equity. Legal gaps on the issue of obligations.
3. The Chongchuan District Court of Nantong City applied the new Company Law, the first case in which a creditor pursued liability for unexpired equity transfers
[Judge’s Interpretation] The accelerated expiration rules of the new Company Law and the rules on the transferor's supplementary liability for the transferee's capital contribution obligations take into account the benefits of the capital subscription system and the fairness of the balanced protection of civil and commercial entities. Achieve significant progress in balancing the rights and interests of creditors and shareholders, giving priority to protecting the enrichment of the company's capital and the realization of creditors' rights. It is clarified that once one becomes a shareholder of a company, the rights he/she enjoys based on capital contribution are not completely free and absolutely unlimited.
