On The Protection Of Corporate Creditors' Interests Under The Framework Of Capital Subsidy System

Since the emergence of the Roman law,the protection of the creditors always have been a great vital issue. And the status of the creditor’s rights becomes higher after the establishment of the incorporated enterprise. In the last few years, a lot of papers illustrated the necessity of transition from capital credit to asset credit. In fact in the recent reform of the corporation law in China, there is a change from imperfect subscribed capital system to perfect subscribed capital system.Although there are various drawbacks of the subscribed capital system, it helps to stay in balance between protection of shareholder’s right and the protection of company creditor’s right. And from the perspective of shareholders the subscribed capital system, Compared to the The paid up system, is an expansion of The rights of shareholder’s Autonomy, which make the shareholders enjoy more autonomy regarding of their own duty of contribution. Therefore, in the beginning of new system the primary target is perfectly protecting the company creditor’s right when the shareholder control much power so that the shareholder’s right and creditor’s right back to the balance.The jurisprudential basis of the protection of the creditor’s right is analyzed clearly in the first chapter, and the concept of the creditor and capital system are stated in the first section. The second section points out that the importance of the protection of creditor’s right, which means contractual relationship is a very crucial and common legal relation. In other words, the protection of creditor’s right and shareholder’s right is a unity of opposites.In the second Chapter we analyze current capital subscription system. Due to the dilemma encountered by the paid up system and the value transform of the worldwide corporation law form capital credit to asset credit, capital subscription system will be the final destination. Yet in the reform of the corporation law in China, there is a stipulation in the autonomy of the shareholder’s right, which have not involved in the creditor’s right, leading the imbalance.In the third chapter of this article we back to the discussion of the protection of creditor’s right. Since the reform breaks up the balance, we need to restrict the shareholder’s right or expand the creditor’s right when we expand the shareholder’s right and this is illustrated with the example of completing information disclosure requirement, self-entering right and right of action. This part is the suggestion for the current system helping the rebalance between the protection of the shareholder’s right and creditor’s right.