Subordinate Creditors Of The Company To Protect The Legal Issues. Associated Companies In The Study

As the development of the economy , the trend of corporate group is unavoidable. The affiliate corporate and the controlling company will bound to have bigger Percentage in economic life. The abuse of limited liability treatened the interest of the debtee of the controlled company. The justice which is the aim of the"legal Person"is challenged. When a legal system is defective: we can't deny it's Positive value. legal Person is a grateful design in law,which develops the economy evidently. So our mission is making the system Perfect,taking actions to Prevent an giving remedy for the debtee of the controlled company,all which is for the corrective justice. Comparing with the shareholders,the status of debtee is weaker,traditionally,the realization of the creditor rights is depend on the whole assets of the corporate,while,in affiliated transaction,the controlling shareholder may use their advantages to infringe the corporate interests,and harm the creditors accordingly .so, Protecting creditor's interest of subsidiary company is an important aspect in the course of legislation of affiliated enterprise. This article will be on the basis of the achievement of theory and Practice of our nation and that of the foreign and of Taiwan, discusses the further development of the system of the Protection of the debtee of the controlled company ,study the status of the debtee of the controlled company and the unfair effect on the debtee of the controlled company because of the overly controlling by the controlling company, and the basis of legal theory of the Protection of the debtee of the controlled company and the way of the Protection of the debtee of the controlled company of PRC.The article consists of four chapters .The first chapter is concern about the fundamental questions of the Protection of the debtee of the controlled company. The legal analysis of the definitions about affiliated enterprise,affiliated enterprise, controlling company and controlled or subsidiary company.Chapter 2, The challenge from affiliated enterprise to the debtee of the controlled company. This part includes two issues. One is that limited liability can't meet the need of the economic development today,can't realize the real justice on legal. the independent personality and finite obligation are the implements which can be used by the controlling company, and the analysis of the causes which debtee can be hurt . increasing capital illusively , improper surety and bankruptcy are the main causes .Chapter 3, introduce the way of the Protection of the debtee of the controlled company the two main legal system by comparative jurisprudence,the Protecting way of American genealogy of law is Piercing the corporate veil and deep rock doctrine. German is the typical of the continental genealogy,the way of which is the legislation whose is developed further especially the qualified concern doctrine. By analyzing foreign ways,our country can learn from them.Chapter 4,The suggestions of legislation about the issue of debtee protection. The rule of the factual affiliated enterprise is the chief part in this paper. It include:stipulate the liabilities of increasing capital illusively, prescribing more proper conditions to the theory piercing the veil of the company, taking deep rock doctrines a rule in our company law, etc.