购买假丹麦出生证明,【telegram:十852 55367074】（whatsApp:+852 55367074）『真实办护照，可根据客户样本制版印刷』可加急 ,【telegram:+852 55367074】【WHATSApp:+852 55367074】『办理驾驶证、身份证id、居留证、各种证明，发货速度快。』 联系我们【飞机\whatsapp 同号:+852 55367074】购买假丹麦出生证明,购买假丹麦出生证明,购买假丹麦出生证明 Source: Prisoners of the Dharma Gate Reprinted from: Fayan Observation Special reminder: All works marked with "source" or "reprinted from" in this title are reproduced from the media, and the copyright belongs to the original author and the original source.The content shared is the author's personal opinion and is for readers' reference only. The gist of the judgment is: the company involved was filed for bankruptcy liquidation by creditors, its shareholders' unpaid capital contributions actually harmed the company's interests, and its directors' passive inaction allowed the actual damage to continue, and the shareholders' unpaid capital contributions were the losses suffered by the company.The occurrence and continuation of the damage are caused by the shareholder's failure to pay capital contributions and the director's passive inaction. There is a legal causal relationship between the director's failure to fulfill his obligation to call for capital contributions from shareholders and the losses suffered by his company. Directors of a company should bear joint liability for compensation for losses suffered by their company due to failure to pay shareholders' capital contributions.Case Index: "Smart Micro Display Technology (Shenzhen) Co., Ltd. and Hu Qiusheng's Liability Dispute for Damage to the Company's Interests" [(2018) Supreme Court No. 366] Focus of Dispute: Should directors be jointly and severally liable for losses caused by the company's losses due to the directors' failure to fulfill their obligations to call shareholders for capital contributions?Judgment Opinion The Supreme Court held that: According to the provisions of Article 147, Paragraph 1, of the Company Law of the People's Republic of China, directors, supervisors and senior managers shall abide by laws, administrative regulations and the company's articles of association, and have a duty of loyalty and diligence to the company.The above provisions do not enumerate the specific circumstances of directors' diligence obligations, but directors have the obligation to call for capital contributions from shareholders who have not performed or failed to fully perform their capital contribution obligations. This is determined by the functional positioning of directors and the important role of company capital.According to the functional positioning of the board of directors, the board of directors is responsible for the company's business operations and affairs management. The board of directors is composed of directors, who are the company's business executors and affairs managers.The full performance of capital contributions by shareholders is the basis for the company's normal operations, and directors' supervision of shareholders' performance of capital contributions is necessary to ensure the company's normal operations.Paragraph 4 of Article 13 of the "Provisions of the Supreme People's Court on Several Issues Concerning the Application of the Company Law of the People's Republic of China (3)" stipulates: "A shareholder who fails to perform or fails to fully perform his capital contribution obligations when the company increases capital, and who files a lawsuit in accordance with paragraphs 1 or 2 of this article, claims that the obligations stipulated in paragraph 1 of Article 147 of the Company Law have not been fulfilled.If directors and senior managers who have not fully paid up capital should bear corresponding responsibilities, the people's court should support it; after directors and senior managers assume responsibility, they can recover compensation from the defendant shareholders."The purpose of the above provisions is to give directors and senior managers the obligation to supervise and supervise shareholders' capital increase, so as to ensure that shareholders fully fulfill their capital contribution obligations and ensure the company's capital replenishment.Under the company's registered capital subscription system, the capital contribution obligations of shareholders who subscribed when the company was established are the same as when the company increases capital, and the obligations of directors and senior managers to urge shareholders to make capital contributions should also not be different.In this case, Shenzhen Smart Company is a wholly foreign-owned enterprise and implements a registered capital subscription system.With reference to the provisions of Article 13, paragraph 4, of the "Provisions of the Supreme People's Court on Several Issues Concerning the Application of the Company Law of the People's Republic of China (3)", under the company's registered capital subscription system, if shareholders fail to perform or fail to fully perform their capital contribution obligations, directors and senior managers have the obligation to call shareholders for capital contributions.According to Article 149 of the Company Law of the People's Republic of China, directors, supervisors, and senior managers who violate laws, administrative regulations, or the company's articles of association when performing their duties and cause losses to the company shall bear liability for compensation.According to the facts found in the first and second-instance judgments, Shenzhen Smart Company鈥檚 shareholder Cayman Smart Company should pay off all the subscribed capital before March 16, 2006. After making multiple capital contributions from March 16, 2005 to November 3, 2005, it owed US$5,000,020 in capital contributions.The court of first instance (2010) Shenzhen Zhongfa Min Si Chu Zi No. 54 Civil Ruling ruled that Caymans Mante Company was added as the person subject to execution. After compulsory execution, Caymans Mante Company, a shareholder of Shenzhen Simante Company, still owed US$4912,376.06 in capital contribution.From January 11, 2005 to December 29, 2006, Hu Qiusheng, Bo Lianming, and Shi Wanwen served as Chinese directors of Shenzhen Smart Company; from December 30, 2006, He Chengming, Wang Hongbo, and Li HaiBin served as the Chinese director of Shenzhen Smart Company. In this case, Hu Qiusheng and other six directors all served as directors of Shenzhen Smart Company after the expiration of the capital contribution period of the shareholder Cayman Smart Company, that is, on March 16, 2006.Hu Qiusheng and other six directors, as directors of Shenzhen Smart Company and also directors of the shareholder Cayman Smart Company, should be aware of the assets and operating conditions of the shareholder Cayman Smart Company and have the facilities to supervise the performance of the shareholder Cayman Smart Company鈥檚 capital contribution obligations.Hu Qiusheng and other six directors failed to submit evidence to prove that they fulfilled their obligation to call shareholders for capital contributions after the expiration of the shareholder capital contribution period on March 16, 2006. Their passive inaction constituted a violation of the directors' duty of diligence.After the court of first instance compulsorily executed the property of Caymans Mante Company based on the (2012) Shenzhen Zhongfa Zhihui Zi No. 50 execution ruling, Caymans Mante Company had no other property available for execution. The court of first instance ruled on March 21, 2012 to terminate the execution procedure.Later, Shenzhen Smart Company was filed for bankruptcy liquidation by its creditor Jabil Electronics (Suzhou) Co., Ltd.It can be seen that the unpaid capital contribution of the shareholder Cayman Smart Company actually harmed the interests of Shenzhen Smart Company, and the passive inaction of six directors including Hu Qiusheng allowed the actual damage to continue.The arrears of capital contribution by the shareholder Caymans Mante Company constituted the losses suffered by Shenzhen Smart Company. Caymans Mante Company鈥檚 default in payment of capital contributions and the passive inaction of Hu Qiusheng and other six directors jointly caused the occurrence and continuation of the damage. There is a legal causal relationship between the failure of Hu Qiusheng and other six directors to fulfill their obligations to call shareholders for capital contributions and the losses suffered by Shenzhen Smart Company.The first and second instance judgments held that the passive inaction of Hu Qiusheng and other six directors had no direct causal relationship with the losses suffered by Shenzhen Smart Company, and that this was an error of determination and should be corrected.To sum up, Hu Qiusheng and other six directors failed to perform their diligent obligations in calling for capital contributions from shareholders, which violated the provisions of Article 147, Paragraph 1, of the Company Law of the People's Republic of China. They should bear corresponding liability for compensation for the losses suffered by Shenzhen Smart Company due to insufficient capital contributions from shareholders.Hu Qiusheng and other six directors should jointly and severally compensate Shenzhen Smart Company in the amount of US$4,912,376.06 (equivalent to RMB 30,118,760.10 based on the central parity of the US dollar-RMB exchange rate on June 3, 2013, the day the bankruptcy case of Shenzhen Smart Company was accepted). 控奔甘墩竿刹倏瞬辽映抛吭厝思窝