Brief introduction of the case
Lu runs an acrylic board factory with the registration time of 20 1 1 and the business license is registered as an individual industrial and commercial household. At the beginning of 20 13, Lu withdrew from the operation of acrylic board factory and transferred the factory to Zhang. Lu and Zhang did not go through the change procedures, and the industrial and commercial registration of the factory has not changed, which still shows that the operator is Lu.
Since 20 14, Xiong has supplied coal to acrylic board factory. At the end of 20 16, Xiong made a reconciliation with the acrylic board factory, and both parties confirmed that the acrylic board factory still owed Xiong a payment of 930,000 yuan. On 20 16 12, the acrylic board factory went through the cancellation registration procedures due to poor management. On May 20 17, Zhang issued an IOU to Xiong, which recorded that Zhang still owed Xiong 760,000 yuan. From June 20 17 to August of the same year, Zhang paid Xiong 1 10000 yuan through his bank account.
In June, 2065438+2008, 1, Xiong filed a lawsuit in Gaoming court, demanding that Lu and Zhang pay 650,000 yuan for the goods owed.
How did the court decide?
judge
Gaoming Court held through trial that this case was a dispute over a sales contract. Evidence such as coal payment reconciliation list and delivery note submitted by Xiong is enough to prove that there is a buying and selling relationship between Xiong and acrylic board factory. The buying and selling behavior is the true intention of both parties, which does not violate the mandatory provisions of the law and is valid. The General Principles of the Civil Law of People's Republic of China (PRC) and the first paragraph of Article 56 of the national laws stipulate: "The debts of individual industrial and commercial households, if operated by individuals, shall be borne by personal property; Family business, with family property; If it is unclear, it will be borne by the family property. "In this case, the transaction involved occurred before the cancellation of the acrylic board factory. As a registered individual industrial and commercial operator, Lu has the effect of publicity and should bear corresponding responsibilities abroad. Who is the actual operator of individual industrial and commercial households does not affect Lu's external responsibility, so Lu can't fight against a bona fide third party, namely the plaintiff Xiong in this case. Xiong asked Lu to pay the unpaid amount legally, and the court supported it. As for whether Zhang needs to pay off the payment to Xiong, the evidence such as IOUs and bank transfer vouchers can form a complete chain of evidence, which proves that Zhang is the actual operator of the acrylic board factory and should bear the same repayment responsibility for the above-mentioned owed payment. In the end, the court ruled that Lu and Zhang each compensated Xiong for 650,000 yuan. "
After the verdict was made, Lu refused to accept the appeal, and the Foshan Intermediate People's Court ruled that the appeal was dismissed and the original judgment was upheld.
What is an individual industrial and commercial household?
judge
"Individual industrial and commercial households refer to natural persons or families that have been approved and registered according to law and engaged in industrial and commercial activities. Presumably everyone is familiar with individual industrial and commercial households. Individual industrial and commercial households involve a wide range of fields. Most of the wholesale stores, retail stores, restaurants and training institutions we usually see belong to individual industrial and commercial households. Individual industrial and commercial households cover wholesale and retail, catering, culture and entertainment, education and training, transportation and other fields, and are important market players in prospering the market economy. "
What is the difference between individual industrial and commercial households and limited liability companies?
judge
"Individual industrial and commercial households do not have legal personality and cannot bear civil liability independently. The debts of individual industrial and commercial households, if operated by individuals, shall be borne by personal property; Family business, with family property; If it is indistinguishable, it shall be borne by family property. A limited liability company has the status of a legal person, and its shareholders only bear limited liability to the extent of capital contribution. This is the biggest difference between limited liability companies and individual industrial and commercial households. "
Can individual industrial and commercial households directly change operators? What are the procedures for changing operators?
judge
"Individual industrial and commercial households are commercial entities with natural persons or families as units, and operators bear unlimited liability. The subject qualification of individual industrial and commercial households is closely related to the operators and cannot be transferred. According to the second paragraph of Article 10 of the Regulations on Individual Industrial and Commercial Households, if an individual industrial and commercial house changes its operator, it shall be re-applied for registration by the new operator after the cancellation of registration. Individual industrial and commercial households with family business shall apply to the registration authority for registration of change if they change their operators among family members. It can be seen that individual industrial and commercial households run by families can change their operators among family members, and individual industrial and commercial households run by natural persons implement the' one waste and one establishment' system, that is, the original operators cancel the individual industrial and commercial households first, and then the new operators re-register. "
In this case, after Lu transferred the acrylic board factory he operated to Zhang, he failed to handle the cancellation procedures of individual industrial and commercial households in time, which led him to assume the responsibility of paying off the debts of individual industrial and commercial households.
Compared with the cancellation of the company, the cancellation procedures of individual industrial and commercial households are relatively simple. Therefore, when individual industrial and commercial households close down, if they transfer their business qualifications to others, they should go to the industrial and commercial registration department in time to cancel the original individual industrial and commercial households, so as not to cause unnecessary legal disputes.