公司这一制度的出现，最有价值的部分在于股东的有限责任。但这一原则导致大多投资人误以为无论发生何种情形，其至多将实缴的注册资本全部亏损殆尽即可完全隔离股东风险。但实践中，公司股东可能会因多种原因突破其认缴的出资额，承担额外法律责任。在新修订的《公司法》中，有很多关于连带责任的规定，这些情形涵盖了公司经营与管理的多个方面，旨在加强公司治理，保护投资者权益，促进市场公平竞争。
The most valuable part of the emergence of the company system is the limited liability of shareholders. However, this principle leads most investors to mistakenly believe that no matter what happens, they can at most completely isolate shareholder risks by losing all their paid-in registered capital. However, in practice, company shareholders may exceed their subscribed capital contribution due to various reasons and bear additional legal liabilities. In the newly revised "Company Law", there are many provisions on joint and several liability. These situations cover many aspects of company operation and management, aiming to strengthen corporate governance, protect the rights and interests of investors, and promote fair competition in the market.
但在特定情况下，股东和发起人需要对公司债务承担连带责任，现归纳如下：
However, under certain circumstances, shareholders and promoters need to bear joint liability for the company's debts, which are summarized as follows:
Category 1: Joint and several liability of shareholders and promoters
1. If a shareholder abuses the independent status of a company as a legal person and the limited liability of shareholders to evade debts and seriously damages the interests of creditors, he shall bear joint and several liability for the company's debts.
2. If a shareholder of a one-person company cannot prove that the company's property is independent of his personal property, he shall bear joint and several liability for the company's debts.
3. Shareholders and promoters are jointly and severally liable for the debts incurred due to the establishment of the company.
4. If a shareholder or promoter fails to pay actual capital contribution in accordance with the company's articles of association or the value of the non-monetary property used as capital contribution is significantly lower than the amount of capital subscribed, other promoters, shareholders and the shareholder or promoter shall be within the scope of insufficient capital contribution. Jointly and severally liable.
5. All shareholders who promise that the company will not incur debts during its existence or that all debts have been paid off before the company is deregistered through a simplified procedure are false, shall bear joint and several liability for the debts before deregistration.
6. The shareholder who withdraws capital shall be liable for supplementary compensation for the part of the company's debt that cannot be paid within the scope of the capital interest withdrawn, and other shareholders who assist the shareholder in withdrawing capital shall bear joint and several liability for this.
