Our client won a lawsuit in a contract dispute, but the debtor has never fully fulfilled the debt. After investigation, it was found that two former shareholders of the debtor company had the behavior of withdrawing capital contributions. Accordingly, the court has, based on the application of our lawyers, added these two shareholders as the executed persons.

Subsequent investigation further revealed that these two shareholders transferred the equity they held after withdrawing capital contributions, and the assignees did not make up for the withdrawn capital contributions after acquiring the equity, and the executive director of the debtor company did not stop or demand the payment.

According to the Company Law and its judicial interpretations, if a company shareholder transfers equity after withdrawing capital contributions, and the assignee knows or should know of the withdrawal behavior, the creditor has the right to require the assignee to bear joint liability for the debt of the shareholder who withdrew capital contributions, and also has the right to require the director who assisted in withdrawing capital contributions to bear joint liability.

We believe that if the assignee fails to fulfill the duty of due diligence when acquiring the equity, it should be aware that there are defects in the subject equity. And the director owes a duty of loyalty and diligence to the company and should have discovered and stopped the behavior of withdrawing capital contributions in a timely manner and demanded the payment. Otherwise, the director has violated the duty of loyalty and diligence. Therefore, we filed a lawsuit with the court, requesting that the assignee and the executive director bear joint liability for the debt owed by the shareholder who withdrew capital contributions.