On The Creditor's Rights As Subscribed Capital

The creditor's rights as subscribed capital refers to the fact that the investors invest with the company to offset the share stock by the means of the creditor's rights of the company or the third party. In the thesis, according to basic principles of the creditor's rights in the civil law, I will explore types of the creditor's rights as subscribed capital, the standard of delivery and it's relation with the industrial and commercial registration, and the risk control of the creditor's rights as subscribed capital with the illustration of a case to present how to ensure the authenticity and security of the creditor's rights as an important carrier of social wealth when invested.The paper contains three parts as follows:In the first section, we propose the types of the creditor's rights as subscribed capital and the creditor's rights which cannot be subscribed as capital on the analysis of the creditor's right. At the same time, we point out: regarding to statutory rights and those of contracts, if used as subscribed capital, the creditor's rights should be legitimate, effective rights with earning capacity in the framework of corporate purposes on the civil law. And, if the rights of contracts are subscribed as capital, the rights must be the ones included in main contracts, which should be the due with second nature and does not offset the basis in most cases. If statutory rights are subscribed, the rights must be the ones with property determined by judgments or arbitrations.In the second section, we will explore the standard of delivery and it's relations with the industrial and commercial registration, pointing out: When the investors deliver the certificate of the creditor's rights to the company and inform the debtors of those transfers, then we should recognize that the investors formally have fulfilled the responsibilities of investment, and their qualifications as shareholders. As for whether the creditor's rights will be achieved, it has nothing to do with the delivery.In the final section, we mainly try to analyze the risks of the creditor's rights as subscribed capital and then propose a series of measures, including the ensuing parts: firstly, precautionary system: system of format, system of notarization, system of appraisal, system of examination and voting by shareholders, system of guarantee, system of proportion and system of registration and publication on the creditor's rights as subscribed capital; secondly, the supervisory system on the creditor's rights as subscribed capital carried out by the industrial and commercial administrative institution; thirdly, post-relief system.