(2003)民二终字第106号

Gazette Case: ICBC Shandong Branch v. Xincheng Company et al.

Where an enterprise forms a new company by transferring part of its assets and offsetting an equivalent amount of debt, and no longer holds corresponding shares in the transferred assets, a creditor whose claim was not included in the transfer arrangement may still proceed against the original enterprise and require the new company to bear joint liability within the scope of the predecessor assets it actually received.

Holding

Where an enterprise forms a new company by transferring part of its assets and offsetting an equivalent amount of debt, and no longer holds corresponding shares in the transferred assets, a creditor whose claim was not included in the transfer arrangement may still proceed against the original enterprise and require the new company to bear joint liability within the scope of the predecessor assets it actually received.

Issues

forming a new company with part of the enterprise's assets and offsetting debtcorporate division and debt transferprotection of creditors whose claims were not transferredliability of the new company within the scope of assets received