On Legalization Of The Creditor's Rights As Subscribed Capital And Its Legal Rules

In company law, the assets were once confusingly employed over a long period of time with capital, from point of view of law however, they are quite different in either connotation or extension. Statutory capital system, three doctrine of capital, shareholders limited liabilities are overloaded the function of guarantee. Hence, types of subscription are strictly regulated by law. However, in what degree can capital carries the function of guarantee suffers query while the company credit system constructed with capital would not be able to fulfill the protective mission for both the creditor's benefit and trade safety. The company's debt serving ability relies more on the assets condition, especially the liquidation of the company. Since the credit basis should transfer the capital credit to the asset credit, there is no necessity to make inflexible, rigid, and limited provisions on the scale of the object. With the corruption of the capital credit system, the legislation idea has been reconstructed: Encourage investment to make full use of the rare investment resources. This article starts with whether or not the creditor's rights, an important carrier of social wealth, could be one type of capital subscription. Combining basic theories of the creditor's rights with the company capital principle, while overlapping law and economics, the article tries to put forward its specific view of the connotation and extension of the creditor's rights and its relative legal rules in company law.Other than the creditor's rights as subscribed capital, there are a lot of works and thesis involves in legal problems concerning property subscription both in domestic and international, most of which focuses on the adequacy of the creditor's rights as subscribed capital. Besides, researches on debt-equity-swap problems in respect of the state owned commercial banks' reforms are quite familiar. Therefore, the theory of creditor's rights as subscribed capital has not been studied and discussed thoroughly.The first part of this article demonstrates the adequacy of the creditor's rights as a kind of capital subscription through the dissertation of the basic principal, the history background and the comparison of various legal systems of debts. Meanwhile, it points out that the linchpin whether the creditor's rights will be subscribed depends on whether the debt could be assigned independently, that is, the theoretic basis of the creditor's rights as capital subscription is creditor's rights assignment system.The second part of this article concludes that the types of the creditor's rights as subscribed capital and variety of the rights which can be subscribed via researches on...