SPC IP Tribunal Case: Zero-Price Share Transfer and Capital Reduction to Evade Infringement Debt

Reference Case: Jiangsu Jintudi Seed Co., Ltd. v. Yangzhou Today Seed Co., Ltd. et al.

After the infringement arose, the original shareholders had not paid in their capital, transferred the shares for zero consideration to an obviously incapable transferee, and then sharply reduced the company's registered capital to a level far below the infringement risk. That continuous arrangement amounted to bad-faith debt evasion. For the pre-transfer infringement debt, the original shareholders were supplementarily liable within the unpaid contribution scope; and where the post-transfer one-person company could not prove separation of company and shareholder assets, the sole shareholder also bore joint liability.

Holding

After the infringement arose, the original shareholders had not paid in their capital, transferred the shares for zero consideration to an obviously incapable transferee, and then sharply reduced the company's registered capital to a level far below the infringement risk. That continuous arrangement amounted to bad-faith debt evasion. For the pre-transfer infringement debt, the original shareholders were supplementarily liable within the unpaid contribution scope; and where the post-transfer one-person company could not prove separation of company and shareholder assets, the sole shareholder also bore joint liability.

Issues

zero-price transfer of unmatured sharescapital reduction used to evade infringement liabilityburden of proving asset separation in a one-person company