Unpaid invoices stay with the company until you have a Company Law theory — ‘they own it’ is not enough.
Limited-company debts are company debts. Creditors add shareholders when subscribed capital is unpaid (including acceleration), when personal and company assets are mixed, when the form is abused, or when a parent signed a guarantee. One-person companies face a heavier proof burden. This is the creditor overlay. The formation wiki /shareholder-liability-in-china is the inside-the-company definition. LR personal risk is a third stack. Empty shells still need evidence, not a slogan.
4 questions before you choose the route.
This page identifies the right question and evidence. It does not determine the legal outcome on a reader’s facts.
Is subscribed capital unpaid?
Five-year clock and acceleration.
CapitalMixing or one-person company?
Veil facts.
MixAny written parent guarantee?
Contract claim.
GuaranteeHave you sued the company first or together?
Party strategy.
PartiesWorking rule: Map the regulated role before marketing or launch in China.
The signal ledger.
These facts move the question beyond a label and into a product, money-flow and control analysis.
Bring a compact evidence docket—not a pitch deck.
Give a compliance team or counsel the operating facts that reveal the perimeter.
Questions people ask before they build.
Short answers for orientation. The right result can change with the service model and current rules.
Can I skip the company and only sue shareholders?
Usually you need the company in the case. Strategy is counsel-grade.
Where is the internal definition?
Primary authorities
Reviewed sources support orientation, not a fact-specific assessment.