Research On Corporate Capital Litigation

Based on the security considerations of market transactions,the early corporate legislation usually adopts strict Statutory Capital System,and adopts compulsory intervention policy to ensure the solvency and security ability of the trading entity.In order to further improve the company's capital system,academia and practitioners have been exploring,and the State Council also deployed in 2013 to promote the reform of the company's registered capital registration system.Based on the spirit of decentralization,the capital system of the Company Law(2013)amendment received many ink has changed the traditional strict paid capital system,to relatively loose subscribed capital system.However,the adjustment,change,breakthrough and abandonment of the local rules do not negate the capital system of the company,but the rapid change in legislation will inevitably pose a severe challenge to judicial practice.Therefore,this article takes the company's capital system as an opportunity to observe the impact of legislative amendments on trial practice from an empirical point of view.In addition to the introduction,this paper is divided into five chapters:The first chapter is the basic principle of corporate capital litigation.This chapter summarizes the current research on the principles of corporate capital system,the characteristics of corporate capital litigation,the debate and challenges before and after the reform of the statutory capital system.Scholars generally believe that the Company Law(2013)reform too haste,the lack of academic and practical circles discussion and argumentation,the need for new problems to observe the effect of modification of the system and derived from the practical point of view,this is the logical starting point of this paper.The second chapter is shareholder's defective investment litigation under the reform of subscription system.The most obvious impact of the subscription system on the defective contribution of shareholders is the term.There is no statutory contribution period,shareholders are likely to justifiably sleight of hand.On the contrary,fraudulent investment and capital flight is not subscribed reform consequences,although it is widely believed that the Big Capital pursuit is the main power of the defective capital contribution of shareholders,but the subscription system canceled the verification procedures,commercial system reform to decentralization as the guiding ideology,illegal current company law but the effect is reduced,and the defective behavior of decriminalization,civil and commercial legal regulation of defective capital contribution responsibility greatly increased.As a word with strong administrative color,the false investment should be gradually disappeared,instead of focusing on the civil color vocabulary.In order to balance the reform of the subscription system,we should build a more strict system of defective capital contribution responsibility.First,we should construct the hierarchical shareholder's defect contribution contract law liability,and give priority to the party's autonomy when contracting.The court should not intervene too much in the adjustment of the liquidated damages of commercial contracts.Second,in order to cope with the term of the investment,we should build up the shareholder's investment obligation and accelerate the system of expiration.As the system substantially increases the shareholder's contribution to capital,the court should take a cautious and hierarchical analysis when applicable.Third,investment responsibility to deal with corporate governance legal heavier regulation flaws,should construct the expulsion system more strict,it is applicable to the principle of capital violations,respect the legitimate corporate resolution,but also should make corresponding relief measures.The third chapter is the capital increase litigation from the perspective of balanced interests.The enterprise capital litigation,the establishment of the company to cancel the minimum capital requirements,enterprises will set up the initial financing the original transfer to the subsequent capital,improve the capital system design is particularly important,the nature of the problem lies in how to pursue the efficiency of financing system to maintain fairness and justice,legislative and judicial on how to master this the scale is the main content of this chapter,this chapter thinks that the implementation of the financing efficiency meets the requirement of economic development in China and the company law reform,it should focus on the maintenance of capital efficiency and stable,not easily identified lifting capital increase agreement,but in China's current market credit level is not high,moral the risk prone state,must not be at the expense of the cost of equity financing efficiency for small shareholders against malicious capital ownership And to the interests of creditors,the gambling agreement should be firmly denied.The fourth chapter is the protection of the interests of creditors of the company capital litigation.Company capital is the establishment of the company according to their own business and market environment to reduce the registered capital behavior.China's Company Law(2013)amendment does not involve the company capital system,but the company law to modify the system of the company capital system--the capital maintenance the connotation change,should change along the theory of China's company capital system should be to balance the value of the pursuit of company autonomy and the protection of creditors.However,it is our country's legislation and judicial practice,the company has been rising for the autonomy of company capital system the value goal.Referring to the experience of legislation in other countries and the basic situation of our country,this chapter argues that China should balance the protection of creditors and the autonomy of the company as a pursuit of value at the legislative level.The company autonomy,in the reduction of capital reduction causes,legal rules on company owned by the company autonomous category;on the protection of creditors,based on distinguishing the form of capital and capitalreduction on company capital to directly notify the main clear notice after the supplement,and recognizing the capitalreduction effective time to perform the procedure for protecting the creditors,the right of claim for stop and set the capital reduction invalid claim to the creditor,at the same time,the introduction of the form of capital summary procedure,allowing the form of capital from creditor protection program.The fifth chapter is equity transfer litigation of LLC.This chapter mainly focuses on the two issues of stock right transfer.First,the limitation of the articles of association in the transfer of foreign shares of a limited liability company.Determine the effect on the company charter restrictions,should be based on the initial distinction between constitution and its amendments on the use of the principle of rationality judgment,such as unreasonable restrictions of shareholder equity transfer,shall be deemed invalid clause.The validity of the equity transfer contract shall be distinguished from the change of the stock right,and shall be independently determined by the rules of the contract law.Second,the right of rescission of the equity transfer contract in installment.The equity transfer contract can be referred to the provisions of the contract of sale,but not of course.The applicable path of different types of equity transfer contracts is entirely different.Although the guiding case No.67 clearly pointed out that the limited liability company equity transfer agreement installment contract law does not apply the 167 installment of the right of rescission provisions,but this rule is summarized in question,guiding case No.67 argument doesn't prove their conclusion,of course is not applicable for the exclusion of contract law article 167.The relation between the 94 and the 167 of contract law is still the relation between the general law and the common law.The guidance case No.67 is ambiguous and misleading in the statement,but there is no redefinition of the relationship between the two.