Chapter Ninety-Three: Breaking the Shell

Early the next morning, Ling Li had just come back from walking her dog, and saw Tian Zhengyan returning from the dust in the foyer downstairs.

He probably came back from the first flight, his eyes were tired, and his eyes were a little blue, and when he saw Ling Li, he sighed slightly: "Nan Zhiyi is really in big trouble this time." ”

Ling Li had just run away with the dog, and she was a little out of breath, and it took a while to have the strength to ask, "What's the matter?" ”

Tian Zhengyan was silent for a few seconds, and his shoulders sank slightly: "You don't need to look at intellectual property cases, look at the company law." What we met this time was to unveil the corporate veil of the company. ”

Clause?? chapter

Two days later, in the face of a bunch of Huayi Hi-Tech's contracts and ledgers, Ling Li's head was full of love.

Before seven o'clock in the morning, she was woken up by Tian Zhengyan's phone call.

Hurried over, Tian Zhengyan said that he had obtained some original materials, and asked her to come over and study them carefully, and then said that he had stayed up all night and went back to the room to make up for sleep.

Ling Li didn't eat breakfast, and sat in the living room looking at this pile of things all morning, only the word crazy in her heart.

As a person who has difficulty reading the capital verification report, without Tian Zhengyan's guidance, she has no clue about such a pile of heavenly books.

After making up for it, Tian Zhengyan, who was interested in being a supervisor, picked up the coffee on the coffee table, only took a sip and put it down, frowning slightly.

I brewed the coffee just now, but I missed the best time to taste it because I thought about something, and it was already a little sour and the taste was very bad.

"How? Are there any new ideas? Tian Zhengyan got to the point.

It was time to test her learning results, and although she was a little worried about being scolded, Ling Li still answered honestly: "No." ”

As if he had expected it a long time ago, Tian Zhengyan first pulled out the agreement at the time of the establishment of Huayi Hi-Tech from the stack of materials, pointed to one of the lines, and said: "You look here first, the agreed capital contribution of Nanzhiyi with technology is three million. ”

Ling Li glanced at it, and it was indeed written in black and white, "Party B Nanzhiyi is a shareholder with technology, accounting for 30% of the shares......"

She didn't understand the significance of Tian Zhengyan's translation of this clause to show her, did he want to confirm that Nan Zhiyi would compensate the other party for a maximum of three million?

Tian Zhengyan looked at the rookie and couldn't find Beibei, shook his head, opened the pile of things, took out a piece of paper with blurred handwriting from it, and said, "Look at it, what is this?" ”

Ling Li stared at the piece of paper for a long time, a little unsure: "This is a transfer voucher?" ”

"Yes," Tian Zhengyan confirmed her guess, and added to the content of the transfer that she couldn't see clearly: "It shows that Huayi Hi-Tech transferred three million to Nanzhiyi's account. And, that's just the biggest of them. Such transfers add up to more than seven million before and after. I checked the bank statements, and the money stayed in Nanzhiyi's account for about a year, and then it was divided into small amounts of less than 50,000 yuan, and the cash was withdrawn from the ATM. ”

"Oh." Ling Li nodded obediently to indicate that she understood, and after a few seconds, she came back to her senses and raised her head to meet Ueda Masayan's gaze.

Another seven million? Could it be that what is the origin of this payment? If you add Nanzhiyi's contribution of 3 million, does it mean that you will lose 10 million if you lose the lawsuit?

As if knowing what she was thinking, Tian Zhengyan added: "I found the finance of Huayi Hi-Tech back then, and after several inquiries, I learned that these payments were probably made to Nanzhiyi in the name of borrowing, and there were IOUs back then." ”

"This ......" Ling Li was a little surprised, and then asked with wide eyes: "Is it an IOU, not an IOU?" ”

After receiving Tian Zhengyan's affirmative reply, she said a little excitedly: "Even if Mr. Nan took a lot of money from Huayi Hi-Tech in the form of a loan, the problem is that Huayi Hi-Tech has been written off, and no one has claimed these arrears, and if it is verified that it is really an IOU and not an IOU, then the statute of limitations is only two years." The other party did not sue and did not recover, so Mr. Nan did not have to pay it back. ”

After saying this in one breath, she blinked and looked at Tian Zhengyan, hoping to hear the words of approval from the other party's mouth.

It's a pity that Tian Zhengyan has a wry smile: "Don't I know the difference between IOUs and IOUs?" You're forking the road. ”

He sighed, and then slowly told Ling Li about the case when he went to the imperial capital to talk to Nan Zhiyi about the case.

Nan Zhiyi was still confined at that time, and was ordered by the head of the Nan family not to go out of the room, Tian Zhengyan stayed in his kennel with a strange painting style all night, endured the irritability in his heart, and accompanied him to write down what he had done during Huayi Hi-Tech.

As a result, Nan Zhiyi recalled what kind of experimental data was obtained in what time period, which experiment was successful, and which traits of rice seeds were retained.

He remembers these matters involving rice quite clearly, and some of them are even accurate to the year, month and day.

But if you want to ask him when he has held a shareholders' meeting to discuss any important matters, do you know that he has more than 7 million yuan in the account, Nan Zhiyi shook his head and didn't know.

Tian Zhengyan repeatedly asked to get some useful information, Nan Zhiyi was so annoyed that he couldn't do it, and finally grabbed the head of the chicken nest and said angrily: "It's because I always have what kind of finance and management that I don't like to open a company." Senior Brother Mu said that he would leave all the procedural matters to him, and I only need to provide a blank signature, so I will not participate in the meeting. ”

After Tian Zhengyan finished relaying this sentence, he looked at Ling Li silently, as if to see when she would be able to react.

This time it didn't disappoint him, Ling Li quickly looked up in shock: "Blank signature? That's the handle! ”

"Yes," Tian Zhengyan nodded, "So, do you understand?" Nan Erwu was targeted, and his original purpose was probably to send him to prison. ”

“？？？” The obvious question mark in Ling Li's eyes made Tian Zhengyan lose his temper.

Seeing that he was stunned by a slight turn, Tian Zhengyan had no choice but to patiently explain: "You must know that the crime of evasion of capital contributions in the Criminal Law happened to be limited because the Company Law was amended once five years ago. Otherwise, this article alone is enough for Nanzhiyi to drink a pot. ”

Ling Li looked at the sky and thought for several minutes, before finally figuring out the reason why he said that Nan Zhiyi was almost held accountable for the crime of evading capital contributions.

The crime of evading capital contributions refers to the conduct of the founders or shareholders of a company who violate the provisions of the Company Law by withdrawing their capital contributions after the establishment of the company, where the amount is huge, the consequences are serious, or there are other serious circumstances.

This can be said to be a crime specially prepared for the majority of capitalists, and the enterprises whose registered capital has been honestly put there without touching a penny are afraid that they are rare, so it is necessary to hold the bosses accountable for this crime, and it is almost the same as tax evasion or false bidding.

Judging from this case, although Nanzhiyi invested in technology, he later transferred more funds than his own capital contribution in the name of borrowing, which is also very suspicious no matter how you look at it.

In the past, a major amendment to the Company Law changed the paid-in registration system of registered capital to the subscription registration system. After the amendment, unless the industry with a special business scope is also applicable to the paid-in registration system of registered capital, all other registrations will be changed to subscription registration.

That is to say, except for special industries, other companies can only subscribe, do not make capital contributions, and do not need to verify their capital every year, and the scope of application of the crime of evading funds, which can be said to be specially prepared for the majority of capitalists, is even smaller.

Specifically, the original criminal law on the crime of false registered capital, the scope of application of the crime of false capital contribution and evasion of capital contribution and the subject of the crime have changed, and it is only applicable to companies limited by shares, commercial banks, foreign-funded banks, etc., established by way of fundraising, and shareholders of ordinary companies are no longer subject to this crime retroactively.

She patted her heart with some glee. Fortunately, people are not as good as heaven, and the revision of the Company Law has led to the restriction of criminal subjects in the criminal law, allowing Nanzhiyi to escape.

However, while criminal liability has escaped, civil liability remains. ”

Thinking of this, Ling Li's face turned pale: "So, Teacher Nan still has to pay back 10 million?" ”

If the IOU is recognized, Nanzhiyi's responsibility will not be able to escape.

Let's not talk about any reputational loss and other losses, the 50 million yuan that Yamazaki Seed Industry compensated the farmers is a real loss.

However, 10 million "that's it". As the so-called knowledge is power, Nan Zhiyi has a large number of papers and monographs in his hands, and a bunch of enterprises are rushing to ask him to do projects every year, presumably the income will not be low.

So, she asked tentatively: "10 million, Teacher Nan can afford it, right?" ”

Tian Zhengyan rubbed his eyebrows, and a "why are you so stupid" look threw over: "Don't worry about the question of three million or ten million." It's not a question of debt repayment at all, it's a question of shareholders mixing up with the company's finances. Didn't I mention the rules for lifting the veil of corporate legal person before? ”

Ling Li was a spirit, and tasted some flavor from Tian Zhengyan's words.

She obviously underestimated the sinister intentions of the other party before, and she has always held the inherent impression that "200 million is a gimmick", but at this time, she was awakened by Tian Zhengyan and deduced from this.

In the legal sense, there are two kinds of "people", one is "natural persons", that is, ordinary people such as you, me and him; One is a "legal person", that is, a "person fictional by law", which is a civil subject who is endowed with personality by law and can bear responsibility independently. A corporation is one of the most common types of legal persons.

The lifting of the corporate veil, also known as the "denial of corporate personality", and the limited liability system of shareholders are one and the same, and together constitute the core content of the modern corporate system.

The so-called limited liability of shareholders means that shareholders bear limited joint and several liability within the scope of capital contribution. In short, you take as much responsibility as you put in, and you won't fail in business and beg to live for a lifetime.

That is, Ling Li had always thought that Nanzhiyi had a shell to protect him, and 200 million could not be traced to him.

The denial of corporate personality is an exception to limited liability.

As the saying goes, sometimes shareholders are too unkind to use the company's skin to make trouble, such as deliberately borrowing huge sums of money and then doing some tricks to transfer high-quality assets, and when there is a pile of bad debts left, the company is declared bankrupt, and the money is full of money, leaving only the creditors with a confused face.

In this case, the court is not helpless, and can directly bypass the legal person of the company and directly pursue the liability of the shareholders.

In this case, the limited liability of the shareholders is transformed into unlimited liability.

In layman's terms, if you compare starting a company to doing business to a KOF game, and regard the little partner who operates Yagami-an as a shareholder, then the company is a game machine, and the "limited joint and several liability" is the game currency you put into the arcade.

No matter how fierce the fight with the grass pheasant on the opposite side is, how many wild bite snake pheasants are released, at most the Yagami blood trough is emptied and knocked to the ground, because across the game console, the most that the little partner will lose is the game currency.

But if you are considered to be dishonest and trustworthy to evade your responsibilities as a shareholder, once you "lift the corporate veil", well, the console is gone, and you will directly travel into the game like the protagonist of the novel.

You're Yagami, Yagami is you, he's knocked to the ground, and you can't live, unless someone takes over, then it's Game Over.

Moreover, the Great Heavenly Empire does not have a personal bankruptcy system, and it is burdened with a huge debt of 200 million, unless Chu Shijian has a life like a jade pillar, few people can turn over, and they can only be salted fish for a lifetime.

The more she thought about it, the deeper she felt, and for the first time she felt the crisis of the mountain rain coming and the wind filling the building, only to feel a cold sweat on her forehead, and a chill on her back.