Under normal circumstances, shareholders are not responsible for suing the company. The company is an independent legal person and can bear civil liability independently. The company will be liable for its debts with all its property. If the parties want to sue the company, they can only sue the company, and they cannot ask the shareholders to bear the responsibility. Unless the shareholders are at fault in the lawsuit and need to bear the responsibility for the company's debts, they can only bear the responsibility, and the shareholders will not bear the responsibility. Depending on the circumstances, if the shareholders of the company abuse the independent status of the company as a legal person and the shareholders' limited liability to evade debts, which seriously damages the interests of the company's creditors, they shall be jointly and severally liable for the debts of the company. If the shareholders of a one-person limited liability company cannot prove that the company's property is independent of the shareholders' own property, they shall be jointly and severally liable for the company's debts. After the establishment of a joint stock limited company, if the promoters fail to make full capital contribution in accordance with the provisions of the articles of association, they shall repay to other promoters and bear joint liability. When the assets of the company are insufficient to pay off the debts, the creditors may require the shareholders who have not paid their capital contribution or have not paid their capital contribution in full, and other shareholders or promoters at the time of the establishment of the company to bear joint and several liabilities for paying off the debts of the company within the scope of unpaid capital contribution.
Definition of shareholder: A shareholder refers to a person who holds shares in a joint-stock company or a limited liability company and has the right to attend the shareholders' (general) meeting and enjoy the right to vote. According to the status of shareholders, it can be divided into institutional shareholders and individual shareholders. Institutional shareholders refer to legal persons and other organizations that enjoy shareholder rights. Institutional shareholders include all kinds of companies, all kinds of enterprises owned by the whole people and collectively, all kinds of non-profit legal persons and funds and other institutions and organizations. Individual shareholders refer to ordinary natural person shareholders.
Legal basis: Article 3 of the Company Law The shareholders of a limited liability company shall be liable to the company to the extent of their subscribed capital contribution. As a shareholder, you and the company are both independent subjects. The company property is the company property, and the personal property is the personal property. Shareholders will not be responsible for each other. Now that the company has been sued, the company bears the responsibility. As an independent legal person, the company bears the responsibility independently. Other shareholders shall be responsible for the loan within the scope of their capital contribution.
Article 189 of the Company Law If a company is declared bankrupt according to law because it cannot pay off its due debts, the people's court shall, in accordance with the provisions of relevant laws, organize shareholders, relevant authorities and relevant professionals to set up a liquidation group to conduct bankruptcy liquidation of the company. Article 190 A company may be dissolved under any of the following circumstances: (1) The business term stipulated in the articles of association expires or other reasons for dissolution stipulated in the articles of association occur; (2) The shareholders' meeting resolves to dissolve. (3) The company needs to be dissolved due to merger or division.