Legal Issues Financial Claims Against The Third Party Research

Along with our country socialist market economy, in the business activities, plays a more and more important role. In the legal framework, China’s "company law" also to adapt to constantly amended and meets the need of practice.2009"the Supreme People’s Court on certain issues concerning the application of<Company Law of the people’s Republic of China> regulations (three)(hereinafter referred to as the" company law "interpretation (three)") of the draft, the third shareholders of the company creditor in the form of investment scope, and in the official documents, and the articles of delete, this article in the2012"the Supreme People’s Court on certain issues concerning the application of<Company Law of the people’s Republic of China> provisions (four)" to solicit draft has not appeared. However, this short, but it caused the academic and practical circles discussion and reflection. Creditor’s rights as a kind of widespread and relatively independent existence form of property, the property of curing the commercial activities in the unceasing enhancement, especially on the third party claims rights as investment in the form of legal, statutory capital system of countries in all, the shareholder investment restrictions are relaxed. In view of the important proportion of their possession in civil and commercial property form, in a market economy has extensive demand for funds today, whether to enjoy in the claims of the third party can become the capital of the shareholders, to become the company’s fixed assets legal liability, which in turn to promote the economic growth, has become an important topic.In the background of the current domestic legislation, theoretical debate over how regulated company model contribution form, the form of non monetary contribution "to the legal problems of debt" for the third forms of contribution of. Mainly with the domestic and foreign theory of civil law, foreign legislation, reference to recent commercial legislation related to the similar regulations do, according to the degree of development of the market economy in our country, puts forward some own understanding, the text is divided into five parts.The first part, starting from the "general principles of investment in creditor’s rights" to the third person, clear connotation of "contribution to the creditor" of third people, to identify it with the "debt equity swap","securities investment" distinction, then from the angle of social capital financing, explains the necessity to establish the contribution form of creditor’s rights of third people. Finally, the company system from the capital to shareholders autonomy transformation as background, starting from the law of obligation assignment of creditor’s rights system, combined with the foreign legislation and the credit capital from the third party theory, explains the establishment of credit capital from the third party on the basis of system in theory.The second part, mainly discusses the "debt" to third people in the financial contribution "debts" need to meet some prerequisites. First, from the front of "debt" to meet the general requirements, including deterministic, value, assessment and transferability, and then from the negative perspective, explains some even in line with the general requirements is not suitable as a funded debt. In addition, different from the "debt to equity" in different investment point, the "time to creditor’s rights investment" to the third person;"claims to" third capital as a non monetary contribution, different from the capital contribution in currency, in the establishment of the total registered capital amount is limited, in this paper, fourth problems this part in combination with the new "registration of equity capital management approach" to illustrate. The final part is the third person the creditor’s rights investment special needs, a system of two after the2013"company law" amendment to add, shareholder voting system and the verification system, the two system is the two program in the special attribute of capital needed to perform.The third part, mainly to solve the "problem of third to fulfill debt" capital after the creditor’s rights. The second part is that can not funded, this part focuses on how to invest the issue. Perform problem is divided into two parts, the first block in theory to solve the problem of how to perform the existence--the practice of "delivery obligation performance" and "the realization of creditor’s rights is to fulfill the" controversy of assessment, and gives the author’s point of view. Second blocks in the procedure regulation performance of the main behavior, namely the registration publicity. In the registration statement, referring to the existing system theory abroad, combined with the development of modern market system2013"company law" revised and in China and the related system is not related and puts forward views and suggestions of improvement, an innovation is the.The fourth part, mainly proposed and discussed "risk capital to debt" to the third person. The inherent attribute firstly, creditor’s rights investment risks from the creditor’s rights. Then from the point of view of the natural attribute, discussed are prone to practice in the authenticity of the claims risk and its performance risk. Relative of the former mainly come from the debt, non publicity and randomness; claim properties and performance risk is mainly from the debt, that is to realize the third party claims must be dependent on others for a debt obligation.The last part discusses the prevention and control of the creditor’s rights investment risk, it is an explanation and response to the fourth part of the risk of.The part of the company capital system and perfect the original responsibility.civil liability and make reference to guarantee the evolution, but also a combination of civil execution to the third person in the execution system ofcreditor’s rights, the creditor’s rights investment risk control system to build, thisalso is this article innovation spot. It is worth, such as assessment andverification, shareholder voting system, in the risk prevention of the creditor’s rights investment plays a vital role, but this article believes that these proceduresmust be strictly system inherent in the creditor’s rights investment, so did notregard it as the new system to build, but in the above conditions and the problemis given to illustrate the performance of this and other articles, construction is different.