Research On The Protection Of The Company Creditors' Benefits

Company is the most important economic organizational entities in the modern economy society. Its economic systems of social economic have a great influence to the other economic actors'interests. The new Company Law implemented in 2006 in china, Constructed a lot of system on the company to give a reasonable protection to the interests of shareholders, impacted by the modern corporate Legal system thinking of equity based, the protection of the interests to the other important participants in economic activities--Creditors of the company is relatively weak. Company Law has designed the "partiality"systems to protect the interests of the company, shareholders and creditors, Is incompatible with the ideas of fair and impartial in the rule of law today. In order to ensure the balance of interests, it is need to design further improvement in specific settings and programs to protect the Interests of the creditors'rights.The text is divided into five chapters, besides the introduction, conclusion and thanks.The first chapter is an overview of the interests of creditors'protection system. Consists of three sections. Section I, The first referenced the library of Baidu of Justinian I'd "Institutions" chapter XIII Volume III, chapter XIV about the concept of debt and the classification of debt, the second, introduced the Civil Code of modern civil law and Chinese legal circle's pass on the classification of debt, the last, quoted of the "Civil Law"about the concepts of the creditor, debtor, further leads to the concept of creditors of the company. Section II, mainly about the protection to the creditors of the company's legislative system Comments and Lessons of foreign. Compared and analyzed the legal practice of the company's creditors protection in the other national and regional, divided into three parts, respectively introduced Britain, Germany and France's legislation in the establishment, operation, liquidation of the company, all stages of the general to protect the interests of creditors and special protection to the creditors of the company legislation in foreign ; the special legislative protection of the interests of one-man company's creditors in foreign; the pattern of creditors take part in corporate government of Japan and Germany; Section III, analyzed the value of the protection of the interests of the company's creditors, respectively expounded the importance and the necessity, the value and the function of protecting the interests of creditors.The second chapter is the principle of protecting the interests of creditors, consists of three sections. Section I, under the system of the company's capital to protect the interests of creditors, introduced the three principles traditional capital of Company Law embodiment in the new Company Law, respectively pointed out the "three principles"'role in protecting the interests of company's creditors and its inadequacies. Section II, under the Person personality denial system to protect the corporate interests of the creditors, introduced the concept of the principle and the court's judicial practice and specifically applicable in the case, and researched the issues of the range of abuse limited liability of shareholders'. Section III, under the principle of debt superior equity interests protecting creditors, introduced the manifestation of the principle in the new "Company Law", and proposed legislative suggestions for improvement on the principle.The third chapter is about the legal protection of creditors of the company in special circumstances, Consists of three sections. Section I, the legal protection of the interests of creditors'in Merger and split of companies, the section 174– 176 of the New "Company Law" respectively provided for the separation and merger process, embodies the idea of protecting the interests of creditors. Order to protect the interests of the combined company's creditors for further, I suggest perfect the notification and notice system to creditors, perfect the creditor objection system, giving creditors the right to appeal the merger invalid of the combined company to protect the interests of creditors. For the creditors of the separated company should be given the following rights: claims of warranty or settlement, the dissent right to the company separation, the right to filed appeal about invalid division of a company. Section II, the legal protection of the interests of creditors in company dissolution and liquidation, in order to prevent prejudicing the legal rights of creditors in the process of dissolution and liquidation of company, proposal law gives creditors the following request rights: Request the liquidation a timely manner to fulfill obligations in liquidation, request liquidation obligations shoulder joint ensure responsibility, complaint the company registration authority for an administrative compensation. Section III, in the legal protection of the interests of creditors of One--Person Company, This section described the new"Law"sets five special protection mechanisms for risk prevention to protect the interests of the creditors of One--Person Company, in addition raised proposals to further improve the system.Chapter IV examines the conservation status of creditors of the company, divided into four sections. Section I, New "Company Law" relaxed requires in the registered capital system somewhat, the Article 26, 59, 81 of new "Company Law" gives requirements to the different types of companies registered capital respectively, Greatly reduce the threshold to the shareholders, abandoned the strict statutory capital system, which rely solely on the high-up capital to maintain the interests of the creditors. Section II, New "Company Law" increased disregard of the provisions of Personality, New "Company Law" Article 20, paragraph 3, shows the system, however, this system is only a matter of principle provides, Lack of specific and clear operability. Section III, New "Company Law" increased loyalty and diligence obligations of the directors, supervisors and senior management personnel, the section of 148, 149 list the obligations in a plus and general way, specific showed the content of faithful and diligence obligations of the company directors, supervisors and senior management. View of the shield of limited liability system, the establishment of this system has no great practical significance in protecting the interests of the company's creditors. Section IV, New "Company Law" increased the legal responsibility of the liquidation group to carry out illegal business activities, the section 206 of New "Company Law" simply provides the administrative responsibility of the liquidation, creditors can't invoke this law to bring a civil action defend the members of the liquidation group, Therefore, it is not a particularly meaningful to protect the interests of creditors.Chapter V, recommendations to improve the company's creditors interests protection system, divided into three sections, respectively elaborate from reduce the highest proportion of capital contribution of the non-monetary assets, clearly defined the system of ultra vireos acts of the company, further improve the system of corporate personality negative .