Dispute over joint and several liability for inadequate capital contribution by shareholders of a catering company in Xiamen

Case Summary

Plaintiff, a certain decoration engineering company in Xiamen, entered into an "Engineering Construction Contract" with Defendant, a certain catering management company in Xiamen. Plaintiff carried out renovation work for Defendant's catering outlet. After the project passed acceptance inspection, Defendant owed Plaintiff a total of 180 ten thousand yuan in construction costs. Despite multiple demands by Plaintiff, no payment was made, prompting Plaintiff to file a lawsuit. During the court proceedings, it was found that Defendant's registered capital is 500 ten thousand yuan, with shareholders Zhang and Liu having subscribed capital contributions of 300 ten thousand yuan and 200 ten thousand yuan respectively. According to the articles of association, the contribution deadline was set for 2023 years, 12 months, and 31 days. After the deadline expired, Zhang contributed only 100 ten thousand yuan, and Liu contributed only 50 ten thousand yuan; neither shareholder fulfilled their full capital obligations. Consequently, Plaintiff added Zhang and Liu as co-defendants, requesting that both shareholders bear joint and several liability within the scope of their unpaid capital contributions for the outstanding 180 ten thousand yuan in construction costs owed by the company.

Key Dispute

1.Did shareholders Zhang and Liu fail to fully pay their capital contributions?

2.Is it legally sound for the plaintiff to claim that shareholders bear joint and several liability within the scope of their unpaid capital contributions?

3.Is the defense raised by a shareholder—arguing that the capital contribution deadline has passed and they should not be held liable—valid?

Case Strategy

1.Secure core evidence such as the "Construction Contract," Project Completion Acceptance Report, Payment Settlement Statement, Company Registration Information, Articles of Association, Shareholder Capital Contribution Vouchers, and Communication Records between both parties.

2.The facts that the defendant company owes the plaintiff 180 ten thousand yuan in renovation project payments are clear, and the evidence is sufficient.

3.Demonstrate that shareholders Zhang and Liu failed to make their full capital contributions as stipulated in the company's articles of association. Zhang contributed 200 yuan less, and Liu contributed 150 yuan less, violating the provisions of the Company Law.

4.Addressing the shareholder's defense that the capital contribution deadline has passed, provide evidence that the obligation to contribute capital is statutory. Where a shareholder fails to make full capital contributions after the deadline, they shall bear supplementary liability for the company's unpaid debts within the scope of their unfulfilled capital contribution.

5.The scope of shareholders' liability has been assessed. Since the unpaid capital contributions exceed the amount of construction payments owed by the company, the shareholders are jointly and severally liable for the entire 180 yuan in construction costs.

Processing Result

The court ruled that Defendant Xiamen [Name] Catering Management Co., Ltd. shall pay the plaintiff renovation project costs of 180 ten thousand yuan and overdue payment interest; Defendant Zhang shall bear supplementary liability for the aforementioned debts within the scope of unpaid capital contribution of 200 ten thousand yuan; Defendant Liu shall bear supplementary liability for the aforementioned debts within the scope of unpaid capital contribution of 150 ten thousand yuan; all three defendants shall bear all litigation and preservation fees for this case.

Similar Case Consultation