Consummation Of The Protection System Of Creditors' Interests Of One-man Company In Our Country

The 10^th meeting of PRC National Congress Standing Committee passed the Amendment to "Corporation Law of PRC" on October 27^th,2005.One-man company meets the needs of various investors with its appealing features,which are the limited liability and particular organization,therefore it will be the great impetus of the development of corporations in China,and would be great help for setting up socialist marketing economics system for it is helpful to encourage investment,develop economy and facilitate employment.However,everything has its two sides. Compared with ordinary limited company,one-man company characters,which are the singularity of the stockholder and the particularity of corporate governance structure,will increase the possibility for the single shareholder to abuse his rights and damage the interests of the company's creditors.Therefore it will bring a new challenge to the protection of the interests of the creditors.In order to be fair,the legislators have to consider how to protect the interests of the creditors adequately as well as acknowledge the legal status of one-man company.In this paper,the writer will first analyze the potential risks of the creditors of the one-man company and the defects of the legislation concerning one-man company regulated in the Company Law of China.And then,by comparing the legal protection system of the one-man company's creditors of the various countries,the writer will put forwards some specific measures to improve the protection systems on basis of the actual situation of our country.The final purpose is to reduce the potential risks one-man company causes to the creditors and to maintain a balance between the shareholder and the creditors,which can help to promote the healthy development of the one-man company.This paper is composed of four parts.The first chapter mainly discusses the variations of the one-man company and its potential impacts on the interests of the creditors.Beginning with analyzing the challenges one-man company makes to traditional theories of Company Law,the writer illustrates the formal characteristics of the one-man company and the potential harm on the creditors,and then by deeply analyzing the theoretical foundation of the protection of the creditors' interests,explains the necessity and the importance of paying more attentions to the protection of the creditors.The second chapter mainly discusses the legislation on one-man company regulated in the Company Law of China,and the defects of the protection of the creditors' interests. At first,the laws concerning the one-man company are studied and interpreted.And then illustrate the defects of the protection to the creditors.The defects include five factors,such as the inconsistencies of the capital system,the limitation of the registration system,the lack of the special governance structure,the defect of the financial accounting and auditing system and the shortness of the theory of piercing the corporate veil.The third chapter focuses on the various systems of the protection of the creditors' interests of the major countries over the world.Make a research to various frames of the protection systems through a comparative analysis method,for the purpose of learning some advanced legislation experience.The fourth chapter mainly discusses how to perfect our legal system of the protection of the interests of the one-man company.Based on the interests balance among the company,the shareholder and the creditor,the author puts forwards some proposals from the three stages of the prevention,surveillance and post-relieve respectively.