在破产清算或强制清算中，股东未缴纳的出资均应作为清算财产。即股东应将未缴纳出资补缴。如果股东未补缴，如何处理？股权合伙设计公司为您讲解。

In bankruptcy liquidation or compulsory liquidation, the capital contributions not paid by shareholders shall be regarded as liquidation assets. That is, the shareholder shall make up the unpaid capital contribution. If the shareholder fails to make the supplementary payment, how to deal with it? Equity partnership design company will explain to you.

股东出资与公司清算

Shareholder Contribution and Company Liquidation

公司解散时，股东尚未缴纳的出资均应作为清算财产。股东尚未缴纳的出资，包括到期应缴而未缴的出资，以及认缴分期缴纳尚未届满缴纳期限的出资。

When the Company is dissolved, the capital contribution that has not been paid by the shareholders shall be regarded as the liquidation property. The capital contributions that have not yet been paid by shareholders include the capital contributions that are due but not paid, and the capital contributions that have not yet been paid by installments.

股东抽逃的出资，也需向公司返还。即股东的出资义务在清算中需要履行完毕。在公司清算中，清算组负责清理公司的资产、负债。在实务中，公司进入清算的前提是公司解散，公司解散的原因有：

The capital contribution withdrawn by shareholders shall also be returned to the Company. That is, the shareholders' investment obligations need to be fulfilled in the liquidation. During the liquidation of the Company, the liquidation group shall be responsible for the liquidation of the Company's assets and liabilities. In practice, the premise for the company to enter into liquidation is the dissolution of the company. The reasons for the dissolution of the company include:

1）决议解散：如经营期限届满不再存续，或股东会决议解散公司，属于自愿解散。

1) Resolution on dissolution: If the Company no longer exists after the expiration of the business term, or the shareholders' meeting decides to dissolve the Company, it is voluntary dissolution.

2）行政吊销：公司存在重大违法行为，被吊销，需要进行清算注销。

2) Administrative revocation: The company has been revoked due to major illegal acts and needs to be liquidated and cancelled.

3）司法解散：经营管理发生严重困难，被法院判决解散，如股东纠纷导致的公司僵局等。

3) Judicial dissolution: the company is dissolved by the court due to serious difficulties in operation and management, such as the company deadlock caused by shareholder disputes.

其中，清算工作难度较大的是司法解散情形。

Among them, judicial dissolution is the most difficult part of liquidation.

因为，司法解散往往是被动解散，股东纠纷、股东失联、股东消极应对的情形交叉出现，造成清算程序推进难。

Because judicial dissolution is often a passive dissolution, shareholder disputes, shareholder loss of connection, and shareholders' negative response cross occur, which makes it difficult to promote the liquidation procedure.

股东未补缴出资的法律责任

Legal liability of shareholders for failing to make up their capital contributions

在司法解散后，清算程序中，公司经营已经停滞，要求股东补足出资可能面临以下困境：

After the judicial dissolution, the company's operation has stalled in the liquidation procedure, and the following difficulties may be faced when requesting shareholders to make up their capital contributions:

1）股东抵制，相约都不出资

1) Shareholders boycott and do not make capital contribution

2）注册资本过大，股东无能力出资

2) The registered capital is too large for shareholders to contribute

3）股东只愿意补缴一部分

3) Shareholders are only willing to make up a part

股东未补缴出资，则在公司、股东、债权人都有自己可以主张权利的路径：

If a shareholder fails to make up his/her capital contribution, the company, shareholders and creditors have their own path to claim rights:

公司：有权要求股东补缴出资，该工作一般由清算组向未缴出资的股东催缴；

Company: has the right to require shareholders to make up their capital contributions, which are generally urged by the liquidation group to shareholders who have not made capital contributions;

股东：其他股东也可以请求未缴纳出资的股东补足出资；

Shareholders: other shareholders can also request shareholders who have not paid their capital contributions to make up their capital contributions;

债权人：债权人有权请求未缴纳出资的股东在未缴纳范围内对公司不能清偿的债务承担补充赔偿责任。

Creditors: Creditors have the right to request shareholders who have not paid their capital contributions to assume supplementary compensation liability for debts that cannot be paid by the Company within the scope of unpaid capital contributions.

即总有一方会行使自己的权利，要求未缴出资的股东履行相应出资义务。

That is, one party will always exercise its right to require shareholders who have not paid their capital contributions to perform their respective obligations of capital contribution.

清算的目的在于清理债权、债务，分配剩余财产。清算组有依法履行职责的法律责任，如清算组存在不当行为，需要承担清算责任。即股东如拒绝补缴出资，清算组需代表公司提起诉讼，诉请股东补足出资。

The purpose of liquidation is to clear up the creditor's rights and debts and distribute the remaining property. The liquidation group has the legal responsibility to perform its duties in accordance with the law. If the liquidation group has misconduct, it needs to bear the liquidation responsibility. That is, if the shareholder refuses to make up the capital contribution, the liquidation group shall file a lawsuit on behalf of the company to appeal to the shareholder to make up the capital contribution.

如果公司资产不足以清偿债务，债权人也可以向法院起诉要求股东在未出资范围内承担清偿责任。更多的相关问题就来我们网站http://www.guquanzhanlue.com进行咨询查看了解吧！

If the company's assets are not enough to pay off its debts, the creditors can also sue the court to require the shareholders to bear the liability for payment within the scope of their contributions. More relevant questions come to our website http://www.guquanzhanlue.com Check it out!