Subordinate Creditors Of The Company Legal Protection

Affiliated enterprise is produced complying with the objective demand oflarge-scale social production. It has functions of promoting the operation scale,lowering costs, improving the market competitive capability, and reducing thebusiness risk etc. But meanwhile, there are specific interest relationship existingin the affiliated enterprise, the controlling company, taking advantage of thecontrol right to the Subsidiary company, can do some disadvantageous things forthe Subsidiary Company to take some assets away from the SubsidiaryCompany and to endanger the realization of creditors' interest of SubsidiaryCompany. According to the traditional theory of company law, the controllingcompany, under the blessment of corporation legal personality independence andshareholders' limited liability, need not take responsibility for the debt ofSubsidiary company. Therefore, the system of interest balance in company lawwill be broken. At one time, the originally company legal system that mainlyregulate the single company looks so helpless in the criterion of Affiliatedenterprise. Without question, comparing with the creditor of single company, thecreditors' interest of Subsidiary Company is cortfronted with more ventures inthe traditional company law system. That how to protect the creditors' interest ofSubsidiary Company and how to construct the balance system are the mainproblem urging to resolve in company law. Except for preface and conclusion,the paper has four chapters:Chapterâ… : The relative notions summarization of affiliated enterprise. Sincethe concepts of affiliated enterprise have not been generally accepted yet in ourcountry, and the asserting standard is very fuzzy and confused, it is essential todefine the affiliated enterprise as accurate and easy to hold as possible in order toprotect effectively the rights of the subordinate company's creditors, This isprerequisite of research, and even can guide the research into deepening. So, inthis part, at first, we have investigated relevant legislations of some countries andregions, sum up the concept of the affiliated enterprise, that is: a non-personenterprise association which formed by two or more single enterprises withindependent status of a legal person existing control and subordinate or other related relations each other. Then it analyzes the inside characteristics andexternal form further, and gives a clearer definition of affiliated enterprise. Andthen, the paper also makes research on the definition of control and the origin ofcontrolling right, and think that there are three ways for the origin of controllingright, first, based on the shareholders; second, based on the contract; third, basedon the common control. In the last part of this chapter, the paper brings forwardsome oppugns and rethought aiming at the independence of corporation legalpersonality and limited liability of shareholders according.Chapterâ…¡: The problem existing in the legal protection of the creditor ofSubsidiary Company.Chapterâ…¢: The comparison research of legal protection for creditors ofSubsidiary Company.Chapterâ…£: The analysis of actuality and conceive of legislation of the legalprotection for creditors of Subsidiary Company in our country. In this part, firstlythe writer makes the summing-up and the appraisal of the relative legislation inour country on ruling affiliated deal, and on protecting the creditor of Subsidiarycompany.