The Research On The Protecting To Creditors In The Stage Of The Corporate Termination

Many companies will retire from market because of intense competition and other factors. How is the interest of creditors protected effectively and enough is very important to the development of company and economy and social. But because the market system is not formed completely in China, and the Corporation Law is not perfect, the protection to the creditors is not enough and effective, there are many defects in law. Here, author will discuss and research this problem through ways of the comparing and integrating. The thesis includes four sections except for foreword and concluding remarks:1, The basic theory of the protection to the creditors of corporation. Author thinks that it is necessary that the idea of protection to the corporation's creditors come into being when the corporation institution has changed and the limited responsibility system has been developed, and it is stem from the theory of the social responsibility of the corporation and the subject linking with corporation's benefit directly. Author thinks that enforcing the protecting is inevitable according to the creditors' position in company, is the objective requirement for lowering and refraining from the risk in shareholders' or managers' morality, is the realistic demand in order to surmount the malpractice or suit the complicated inner revelation increasingly of modern company also. Strengthening the protecting to the creditors is beneficial to safeguard economical sequence, can promote transaction, is advantageous to encourage and protect the investment and produce social property,is conductive to company's development healthily.2^ The research on the theoretical problem of the corporate termination system. Firstly, author thinks that the essence of the corporate termination is that the qualification of corporate person is denied by the authoritative department, and the behavior that stockholder contracts with others for building company is terminated. Secondly, author has distinguished the concept of the corporate termination from the corporate dissolution, write-off, etc. Thirdly, author has analyzed the flaws of the system of corporate termination in protecting creditors' benefit in our Corporation Law. Author thinks that the lacking of definitive meaning in the concept of corporate termination is the main reason that causes the disorder in understanding and practicing, and the main factor that the creditor can't obtain enough protection in this stage. Lastly, there are some suggestion that can make the system perfect in the whole, for example, inducing the causes of the corporate termination in legislation including the means of civil case and administration and judicature, consummating the design of the terminative procedure including the beginning and the process and the end, making the sign of the corporate termination more distinct.3 -, The research on the protecting to the creditors in the course of corporate dissolution. Dissolution is the important channel of the corporate termination, in accord with the law in China, author has pointed out its defect, and analyzed the bad influence to the creditors, for instance, because of the management from many departments, the right of the creditors can't come true timely, someone or organization encroach on the benefit of the creditors intentionally on account of the unclear results in termination, the right that creditors take part in the action of dissolution can't be protected, and etc. Then, author discussed the adapting of the law and given some suggestions: we should make out the detailed reasons of the obligatory dissolution, and standardize limit of authority of the obligatory dissolution, we should restrict the quality of the behavior that company is revoked license, author think it is only a means of the obligatory dissolution.4, The research on the protecting to the creditors in the course of corporate liquidation. Corporate liquidation is the last safeguard to the benefit of the corporatecreditors, which can give the creditors the last chance of being cleared off. It is the powerful method that can conquer the flaws of the limited duty system and defend the transaction orders and embody the justice. The defects of the liquidation system in China include: lacking of effective participation and the succoring methods of the creditors. Author suggests: firstly should consummate the legal liquidation institution through fixing the obligatory subject and strengthening their duty of organizing liquidation, and etc. Secondly, should found the special liquidation system, consummate the system of the subject of executing liquidation and the system of the obligation, and introduce the system of denying the qualification of corporate person from elsewhere, and etc.