After a share transfer, if the original shareholder withdraws capital fraudulently, does the new shareholder bear liability?

I bought equity in a company, only to discover the previous shareholder had drained its funds. Now creditors are coming after me for liability. Should I really be held responsible?

I. Problem Background

Lao Wang acquired 30% equity from Lao Li and paid a transfer fee of 100 ten thousand yuan. Six months later, the company's creditor filed a lawsuit and discovered that during Lao Li's tenure, he had transferred registered capital amounting to 200 ten thousand yuan for personal investment, constituting withdrawal of capital contributions. The creditor requested Lao Wang to bear supplementary compensation liability within the scope of the unpaid principal and interest.

II. Legal Provisions

Pursuant to Article 18 of the Provisions of the Supreme People's Court on Several Issues Concerning the Application of the Company Law (III): Where a shareholder of a limited liability company transfers equity without fulfilling or fully fulfilling their capital contribution obligation, and the transferee knows or should have known of this, the company or its creditors may request the transferee to bear joint and several liability.

The key issue is whether the new shareholder "knew or should have known" about the original shareholder's capital contribution defects.

3. How to Avoid Being Blamed

1. Due Diligence: Verify capital contribution status before acquiring equity by reviewing capital verification reports and bank statements.

2. Contractual Agreement: Clearly stipulate in the equity transfer agreement the allocation of liability for capital contribution defects and provisions for breach-of-contract damages.

3. Preserve Evidence: Save due diligence records, statements from the other party, and other evidence to demonstrate that you have fulfilled your duty of reasonable care.

4. Timely Recourse: If you are compelled to assume liability, you may seek recourse against the original shareholders based on the transfer agreement.

IV. Legal Reminder

Equity transfers are more than simple sales—they can carry significant legal risks. We recommend hiring a qualified attorney to conduct comprehensive due diligence before signing the agreement, so you can address potential issues upfront.

Fujian Ciji Law Firm provides full-process legal services for corporate mergers and acquisitions and equity transfers, safeguarding your business decisions.