| One-member Company was a special form developed in the 20th century. It was originally recognized the legal existence by the case. The emergence of one-man company is a significant breakthrough of the traditional theory in Company Law, playing an important role in promoting the economic and social development. Therefore, One-member Company has gradually been acknowledged by legislations in most countries. The Tenth National People's Congress adopted the "PRC Company Law" (Revised) on October 27th,2005. "Company Law" increased the provisions about one-person limited liability company. The existence of one-man company was recognized legislatively. The action followed the world trend of development of national legislation, contributed to encouraging investment, developed and improved the company's legal system. However, one-member company's governance structure has its own characteristics, as opposed to the traditional system of company law and legal theory, which is a threat of the creditors'interests to a certain extent. In the "Company Law", one-member company was formulated briefly by only seven articles. These articles focus on the policy regulations on the behavior of shareholders, while cannot protect the interest of creditors. In this paper, with the background of "Company Law" confirming the legality of one-person limited liability company, the advantages and defects of the legal protection system of creditors'interests in one-member companies are analyzed. In order to improve it some feasible suggestions are put forward.This paper is composed of the following seven parts.The first part mainly put forward the questions, and then summarize the related documents at home and abroad.The second part is about an overview of one-member company. It points out that in the "Company Law" recognizing the legality of one-member limited liability company is following the economic and social development trends by the analysis of the concept, types and legal characteristics of one-member company.In the third part, the interests risks that the creditors is faced with are mainly analyzed, including:Lack of association in one-man company; excessively simple governance structure; the abuse of limited liability by shareholders, and the occurrence of related party transactions. By dissecting the risk of the interests the creditors facing, the conclusion that more comprehensive regulations should be developed to protect the interests of creditors against infringement is obtained.Then according to the research on the theory of protecting creditors of one-member company, the conclusion is presented that the theory of protecting creditors of one-member company is steamed from the Theory of limiting Shareholders'Liability, Theory of Corporate Social Responsibility.In the fourth part, the law of one-member company as well as the legal protection for creditors provided by common law and civil law countries is presented, which is helpful to adjust the legal protection for creditors in China.In the fifth part, the paper analyzes the strengths and weaknesses of "Company Law" on the protection of creditors of the One-member Company. The protection of creditors' interests is shown in the company's establishment, operation and liquidation phases. However, there are still many defects in the sponsor system, shareholder responsibility, trading regulations, financial supervision mechanism and legal personality. Only to continue improving them that the legitimate interests of creditors are protected well.In the sixth part, the views and suggestions on perfecting legal protection system of company's creditor in China are put forward, which should be improved from the following six aspects:regulating initiator system, strengthening the corporate governance structure, clearing legal person denial system and enhancing financial supervision mechanism, civil liability for gross negligence of shareholder management, and establishing tort liability of shareholders.In the last part, the significance of the existence and development of one-member company to China's economy and law is expressed. At the mean time, it points out that the legal protection mechanisms of the creditors of one-member company in China should be promoted, and the protection of stakeholders can not be neglected when pursuing the development of the company.
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