Research On Creditor Protection System During The Establishment Of Corporation

The establishment of company is the beginning of the company to participate in social economy life as a corporation. The legal system of incorporation is one of important part in the entire company law, which plays basic and prerequisite function. During the stage of incorporation, the creditor protection system is the first barrier to protect the creditor benefit. While the company is setting up, the creditors are generally passive and later compared with the initiator and the shareholder; they also hardly possible carry on the effective surveillance and the management in the company. Therefore, how we protect the benefit of the creditors? We must maintain the credit and the security in the market. We must constitute a perfect company law or regulation. It is one of important task for the legislative body to establish the consummate legal system to protect the benefit of creditors.In this article, I study on creditor protection system during the establishment of corporations as my research object. I work over old law of corporation and new company law in our country; use for reference the overseas model legal science theory and the practice in the company. I will discuss how to construct the company law system to achieve the intention of protecting the creditors fully and how to balance the interest of correlative entities that connect with company law. I may table some proposals and tentative plans about the practice of legislation and judicature in our country. I wish my discussion would be able to have a little benefit to the legislation or impel to consummate the company law about creditor protection system.The full text is divided into three parts: the introduction, the main text and the conclusion and main text also is separated into four chapters:Chapter 1:the summarize about the establishment of corporations and the protection of creditors. I will mainly analyze the creditor's rights and debts when the company is setting up, the affection of incorporation to the creditors and the significances for the creditor protection system. Chapter Two: Liability System of Initiator and Creditor Protection. The initiator is the management agency of corporation in establishing. When the corporation is established, the civil liability, arising from the requisite steps taken by the initiator is assumed directly by the corporation established. The creditor can directly require the claims to the corporation established. Only after the corporation recognizes the preparation for establishing corporation of the initiator, the corporation can assume the civil liability; otherwise, the initiator itself shall assume the liability. When the corporation is not established, the initiator shall assume the responsibility for the credit and debt arising from establishing the corporation.Chapter Three: Liability Systems of Shareholders Providing Defective Capital and Creditor Protection. If the shareholders break the obligation of providing the capital, they shall be liable to the creditors. All of the shareholders shall assume the complementary compensation responsibility. First the assets of corporation shall be used to compensate the debt of the creditors. Only where the assets of corporation can not completely compensate the debt, the creditors can require the shareholders to assume the limited compensation responsibility in the scope of balance between the actual investment and the registered capital.Chapter Four: Authorities Certificating Capital and Creditor Protection. I will analyze the character and the structure about responsibility system, which the evaluation organization is responsible for the third part while it, structures the law or the vocation rule. I think it is appropriate to adopt proportion responsibility rule for consummating responsibility system of the evaluation organization.