case Mainland China English summary

Beijing Building Materials Case on Debt Set-Off as Capital Contribution

北京某建材公司诉北京某科技公司、马某等买卖合同纠纷案

Reference case explaining conditions under which a shareholder may set off a matured claim against the company to satisfy a capital contribution obligation.

Brief English Introduction

This case gives concrete conditions for treating a shareholder’s claim against the company as contribution performance, including article amendment, solvency, and registration filing.

Use It For

Use it with Article 48 of the 2023 Company Law and the SPC draft interpretation provisions on claim contributions and set-off.

Teaching Notes

The case forces students to ask whether set-off is a neutral payment method or a disguised priority for insiders over external creditors.