Several Legal Analysis of Additional Shareholders in the Course of Enforcement — A Case Study of Tianjin District Court
When the company encounters difficulties in the course of execution, under normal circumstances, when the company as the person subjected to execution has no property available for execution, and its shareholders have subscribed for capital contributions but have not actually paid, the creditor’s relief route. The following is a specific analysis of the problem:

Legal basis
Article 17 of the Provisions of the Supreme People’s Court on Several Issues Concerning the Alteration and Addition of Parties in Civil Execution
“If the property of a profit-making juridical person as the person subjected to execution is insufficient to pay off the debts determined by the effective legal documents, and the shareholder or investor applying for execution applies for alteration, additional capital contribution that has not been paid or has not been paid in full, or the promoter who bears joint and several liability for the capital contribution in accordance with the provisions of the Company Law is the person subjected to execution, and shall bear liability according to law within the scope of the capital contribution that has not been paid, the people’s court shall support it.”
This article is the core legal basis for adding the shareholder who has not paid in capital contribution as the person subjected to execution. It clearly stipulates that when the company’s property is insufficient to pay off its debts, the applicant for execution may apply for additional shareholders who have not paid or have not paid their capital contributions in full as the person subjected to execution, and require them to assume responsibility within the scope of their unpaid capital contributions.
We can analyze it from the following key points:
Property status of the company: “No property available for execution”. This is the first prerequisite for the application of the above-mentioned legal provisions. Relevant courts in Tianjin usually take enforcement measures by inquiring about the company’s bank accounts, real estate, movable property and other property clues. If there is no property available for enforcement, the court shall issue a ruling of “terminating the execution procedure” or issue relevant certification documents at the application of the applicant to confirm that the company has no property available for enforcement.
Capital contribution of shareholders: The shareholders shall subscribe for the capital contribution at the time of establishment of the company, but have not paid in the capital contribution. If the company has no property available for execution and additional shareholders are required, this constitutes the direct factual basis for the additional shareholders to be the executed. Shareholders shall have the legal obligation to pay their capital contributions in full and on time to the Company, and when they fail to perform such obligations, they shall be liable for the debts of the Company within the scope of their unpaid capital contributions.
Shareholders: If it is a one-person shareholder, it shall bear joint and several liabilities if it cannot prove that the personal property of the shareholder is independent of the company’s property in accordance with the relevant provisions of the Company Law of the People’s Republic of China
Legal consequences: On the condition that the above conditions are met, as the applicant for execution, he may apply to the execution court for adding the shareholder who has not paid-in capital contribution as the executed person to pay off the debts of the company, so as to realize effective relief for your creditor’s rights.
Relevant suggestions:

1. Evidence collection: this is the basic work for starting the additional procedure
   O Evidence proving that the company has no property available for execution, such as the ruling issued by the court to terminate the execution procedure.
   O Evidence proving that the shareholder has not paid in the capital contribution, such as the company’s industrial and commercial archives (you can inquire about the amount of subscribed capital contribution, the amount of paid-in capital contribution and the time limit for capital contribution), the articles of association, etc.
   O The identity certificate of the applicant for execution, the effective legal documents (award, judgment, conciliation statement, etc.) and the basis for execution.
2. Filing a written application to the enforcement court: In accordance with the above legal provisions, submit a written Application for Additional Executed Persons to the relevant court in Tianjin responsible for the enforcement case, clearly stating the information of the additional shareholders, the reasons for the addition (that is, the company has no property and the shareholders have not paid in) and the legal basis, and attach the above-mentioned evidentiary materials.
3. Relevant procedural matters: After receiving your application, the court will examine it according to law. If the court supports your application, it will make a ruling to add the shareholder as the executed person. If the additional shareholders are not satisfied with the ruling, they have the right to file a lawsuit against the execution within the statutory time limit.
4. Lawyer support: considering the complexity of the execution procedure, a professional lawyer may be employed to ensure the completeness of the application materials and the compliance of the procedure, and improve the possibility of additional success.