Dispute over false capital contribution by shareholders of a manufacturing company in Fujian

Case Summary

Plaintiff Fujian [Name] Manufacturing Co., Ltd. was established in 2021, with a registered capital of 1000 ten thousand yuan. The company's articles of association stipulate that shareholders Zhang and Li shall contribute 600 ten thousand yuan in cash and 400 ten thousand yuan worth of machinery equipment, respectively, by 2022/12/31. Upon expiration of the contribution period, shareholder Zhang contributed only 300 ten thousand yuan in cash, leaving 300 ten thousand yuan unpaid. Shareholder Li's machinery equipment, intended as capital contribution, was actually valued at only 100 ten thousand yuan and was never delivered to the company for use. Li obtained capital registration from the company registry authority using a falsified asset valuation report and fake delivery receipts. After discovering this, the company repeatedly demanded that both shareholders fulfill their full capital contribution obligations, but both refused. The company has therefore filed a lawsuit requesting that Zhang and Li fulfill their full capital contribution obligations and compensate the company for economic losses.

Key Dispute

1.Did shareholders Zhang and Li fail to fully fulfill their capital contribution obligations?

2.Does Li's capital contribution in kind constitute false capital contribution?

3.Is the plaintiff's claim that shareholders fulfill their capital contribution obligations and compensate the company for losses consistent with applicable laws?

Case Strategy

1.Core evidence including the company's articles of association, shareholders' capital contribution agreement, Zhang's monetary contribution proof, Li's asset evaluation report for in-kind contributions, evidence of the actual value of machinery and equipment, delivery receipts, company registration records with the Administration for Industry and Commerce, and communication records between both parties.

2.Produce evidence that shareholder Zhang failed to fully pay the monetary capital contribution as stipulated in the company's articles of association, with 300 million yuan remaining unpaid, thereby breaching their capital contribution obligation.

3.Prove that the actual value of the machinery and equipment contributed by shareholder Li is only 100 ten thousand yuan, far below its subscribed capital contribution of 400 ten thousand yuan, and was not actually delivered for use by the company. Li obtained company registration by deceiving with a false asset valuation report and delivery receipt, constituting false capital contribution. Li shall bear the responsibility to make up the capital contribution shortfall of 300 ten thousand yuan.

4.The two shareholders failed to contribute capital or made false capital contributions, causing economic losses to the company. They shall bear liability for compensation.

Processing Result

The court ruled that shareholder Zhang shall pay the plaintiff, Fujian Certain Manufacturing Co., Ltd., the remaining monetary capital contribution of 300 ten thousand yuan, plus interest calculated on a principal of 300 ten thousand yuan at the Loan Prime Rate published by the National Interbank Funding Center from 2023-1-1 until the date of full payment. Shareholder Li shall make up the difference in the in-kind capital contribution of 300 ten thousand yuan to the plaintiff, plus interest calculated on a principal of 300 ten thousand yuan at the same rate. Zhang and Li shall bear all litigation costs, asset appraisal fees, and preservation fees for this case.

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