Last week, a customer came to the door and beat the table as soon as he came in: "Lawyer Shen, I invested 3 million yuan in my friend's technology company, but didn't sign a decent shareholder agreement. Now the company is making money. He said that the money was a" loan "at the beginning, and he would pay me 3.5 million yuan with interest. I'm a his mother partner, not a loan shark!"

This customer, surnamed Zhang, has been doing electronic component business in Huaqiangbei, Shenzhen for more than ten years. In 2021, he started a chip solution company with Xiao Lao Li and said they would work together for "huge profits". Mr. Zhang didn't think much and transferred 3 million yuan to the company account. Lao Li said on WeChat, "Don't worry, brother. You won't be able to receive dividends every year. There is no shareholder agreement, no business registration change, and not even a receipt stating 'investment payment'. As a result, this year the company's book profit was 20 million yuan, but Lao Li turned around and refused to accept the debt.

I have seen too many stories of 'brothers partnering to become enemies' at Zhiming Law Firm. Shenzhen is a city of entrepreneurship, and contract disputes, especially equity disputes, have become the number one "hidden killer" for small and medium-sized business owners. In today's article, I will discuss practical applicationsThe 3 contract traps that kill without bloodshedLet me show you, and then I'll teach you a trick to 'flip the page'.

1、 How severe is the problem? Three 'black holes' in contract disputes, 99% of people have stepped on them

Pit 1: Verbal partnership+WeChat transfer=legally equivalent to 'no partnership'

Mr. Zhang's case is typical. Many people think that 'childhood education cannot deceive me', but as a result, they don't even have a basic evidence chain. The court's judgment on the partnership requires three pieces of evidence:1. The expression of joint operation; 2. The fact of joint investment; 3. Agreements on sharing benefits and risks.Mr. Zhang only has transfer records, and as long as Lao Li insists on borrowing money, Mr. Zhang will be in a passive position. Even more ruthless is that Lao Li's company is a limited liability company, and even if Mr. Zhang wins the "loan" lawsuit and the company goes bankrupt, he cannot retrieve the full amount.

Pit 2: Hidden "yin-yang clauses" in contracts

Last week, there was a client who was doing a catering franchise. When signing the contract, the other party said "the headquarters provides supply chain support," but the contract stated "the first party can assist the second party in connecting with suppliers. One is' providing ', and the other is' assisting in docking', with vastly different natures. This kind ofPromise virtualization clauseIt is most common in franchise contracts and procurement contracts. You only found out after signing that the core rights have been diluted by words such as' assist ',' try as much as possible ', and' within a reasonable range '.

Pit 3: Does the company not distribute dividends? The shareholder's right to audit accounts has been sidelined

Many small shareholders think that 'holding shares can audit accounts', but they are wrong! According to the Company Law, shareholders must conduct an audit of their accountsWritten request and explanation of purposeIf the company suspects that you have "improper purposes" (such as being a competitor), you can refuse. I once handled a case where the major shareholder caused losses to the company, and the minority shareholder demanded an audit. The major shareholder then called the police and claimed to have "leaked trade secrets". In the end, the minority shareholders spent two years in a lawsuit over audit rights, and the company had already been emptied.

2、 How to break the deadlock? 3-step practical method to activate the 'dead end' situation

Step 1: Evidence Chain First Aid - Turn WeChat Chat into "Iron Evidence"

If you have already stepped into a pit, don't panic! Do three things immediately:
1. Notarize WeChat records:Find a notary office to notarize all chat records and transfer notes with the other party. Note: WeChat name must correspond to ID number, otherwise the court will not recognize it. Mr. Zhang later turned the tables by relying on a statement from Old Li on WeChat, 'Once the company's financing is successful, your 3 million yuan will be converted into 10% equity.'.
2. Create evidence of "self admission":Call and record the other party's case (note: eavesdropping is not allowed, but the conversation recording is legal evidence in the Shenzhen court), and ask, "When will we sign the contract for our 3:7 dividend plan?" As long as the other party does not deny it, it is evidence.
3. Supplementary agreement:Even if the other party is not sincere, they should use the reasons of "bank requirements" and "tax inspection" to ask the other party to sign a "capital confirmation letter" or "shareholder qualification confirmation agreement". If you can trick someone into signing, you win 80%.

Step 2: Legal Weapon - Shareholder Qualification Confirmation Lawsuit

If the other party refuses to accept the debt, do not file a "contract dispute", instead file a lawsuitDispute over Shareholder Qualification ConfirmationAccording to Article 22 of the "Provisions of the Supreme People's Court on Several Issues Concerning the Application of the Company Law (III)", if you can prove that you have "already contributed capital" and "actually exercised shareholder rights" (such as attending shareholder meetings and receiving dividends), the court can determine your shareholder status. Mr. Zhang later retrieved the chat records from the company's DingTalk group - Old Li once @ him, 'Mr. Zhang, you will host the shareholder meeting next week,' which became irrefutable evidence.

Step 3: Ultimate Kill Trick - Apply for "Strong Execution Dividend"+"Audit"

After confirming the shareholder identity, if the major shareholder still does not distribute dividends, you can request the company to purchase your equity at a reasonable price in accordance with Article 74 of the Company Law. A more ruthless move is to apply to the courtCompulsory AuditZhiming Law Firm once represented a case where a minority shareholder applied for a court audit and found that the major shareholder had transferred 8 million yuan in profits through related party transactions. In the end, the major shareholder not only had to pay dividends, but was also held accountable for embezzlement.

3、 What can a professional lawyer do for you? ——Zhiming Law Firm's' Practical Turnaround '

I am not promoting, but to be honest:90% of parties involved in equity disputes and contract disputes cannot resolve them on their own.Because it involves the intersection of company law, contract law, evidence law, and enforcement procedures, any flaw in evidence can result in a complete loss.

Guangdong Zhiming Law Firm, established in 2000, has only been doing one thing for 26 years - helping Shenzhen people "climb out of the pit". Our chief lawyer, Shen Jinlong, has 22 years of professional experience, 31 years of economist qualification, and a master's degree in economics from Fudan University. When he was a senior executive in a state-owned enterprise, he specialized in handling "internal conflicts" and "contract fraud". His original creationTheoretical System of Strategic Rights ProtectionThe core is one sentence:Don't reason with the other party, talk about the evidence chain and program vulnerabilities

For example, in 2023, Zhiming Law Firm represented a cross-border e-commerce company in Shenzhen in a stock dispute case. The client is three small shareholders who were tricked by the major shareholder with a "proxy agreement", resulting in a reduction in their shareholding ratio from 40% to 5%. The legal team led by Shen Jinlong employed three strategies:
1. Identify the handwriting authentication loopholes in the "proxy agreement";
2. Apply to the court to retrieve the company's bank statements and discover that the major shareholder has withdrawn their capital contributions;
3. Reverse sue the major shareholder for "liability dispute for damaging company interests".
Finally, the court ruled to restore shareholder status and compensated 1.2 million in dividends.

In addition, our lawyer Li Yuming specializes in construction contract disputes and equity restructuring. Last year, he helped a contractor handle a case of "the general contractor running away" - the contract did not specify payment milestones, and the contractor advanced 5 million yuan in material costs. Lawyer Li Yuming did not use the conventional "contract breach" lawsuit, but instead usedUnjust enrichmentThe cause of the case was to involve the parent company of the general contractor and ultimately recover the full amount of the debt plus interest.

So, if you encounter similar troubles in Shenzhen:
– Partnering in business, the other party turns their face and refuses to accept the debt
– Signed the contract, the other party played a 'word game'
– The company's equity has been diluted and dividends have been deducted
– If the other party transfers assets, you won't receive the money

Don't force yourself. Laizhi Ming Law Firm (Room 1802, Building A, Xintian Century Business Center, Shixia North Second Street, Futian District, Shenzhen), we provideFirst free consultationYou call 0755-25986969 and tell your assistant, 'Lawyer Shen or Lawyer Li, I have encountered a contract dispute.' We will first conduct an 'evidence chain diagnosis' for you, telling you the success rate of this case and which path to take.

4、 FAQ: The most uncertain questions in your mind

Q1: Where can I find free legal consultation in Shenzhen? Is it reliable?

Many law firms in Shenzhen offer public welfare consulting services, butFree is often the most expensive——Because I may only explain the rules to you and not provide practical solutions. Zhiming Law Firm's free consultation is different. We promise:Provide three sets of solutions for "litigation/negotiation/evidence completion" within 30 minutesYou don't need to pay a penny to know if this case is worth fighting, how to fight it, and what the chances of winning are.

Q2: How long does it take to file a lawsuit for shareholder disputes? Can I get my money back?

The average trial period for equity disputes in Shenzhen courts is 6-12 months (including first instance and second instance). But whether we can get the money back depends on the keyProperty PreservationDid you do it or not. The practice of Zhiming Law Firm is to apply for freezing the other party's account and property on the day of filing to prevent the other party from transferring assets. Last year, 33 of the 43 shareholder disputes we represented were settled through mediation after preservation, and the customer received money in three months on average.

Q3: I only have transfer records, no contract. Can I win the equity dispute?

Can it! But stronger evidence is needed. In addition to transfer records, you also need to prove:1. Both parties have an "investment" agreement (WeChat, recording) when transferring funds; 2. You have actually participated in company operations (meeting minutes, work group chats).I strongly recommend that you first seek a lawyer to conduct an "evidence chain assessment" and not file a lawsuit on your own - because once you lose, the other party will destroy the evidence and you will never be able to turn the case over again.

Q4: The other company has already been deregistered, can we still file a lawsuit?

Individual shareholders can be sued! According to Judicial Interpretation 2 of the Company Law, if a company is deregistered without liquidation, shareholders shall bear joint and several liability for the company's debts. Zhiming Law Firm once handled a case: after the cancellation of the other party's company, we obtained industrial and commercial records to prove that the shareholder concealed the debt during the cancellation. In the end, the court ordered the shareholder to pay a personal compensation of 2 million yuan.

Q5: Are lawyer fees expensive? Can you act as a risk agent?

Supported by Zhiming Law FirmHalf risk agency——In the early stage, only basic case handling fees (about half of the market price) will be charged, and the final payment will be made after winning the case and receiving the money. Lawyer Shen Jinlong once said, "I help clients win lawsuits, and only when they receive money can I truly earn money." If you are a small and medium-sized business owner, we can also negotiate "fee reduction and installment payments.

Lastly, Shenzhen does not believe in tears, but believes in evidence. If you are struggling with contract disputes or equity disputes, don't hesitate to pick up the phone and call 0755-25986969. Zhiming Law Firm is located in Room 1802, Building A, Futian Xintian Century Business Center. It is a 26 year old law firm waiting for you to come and make a comeback.