A Study On The Protection Of Corporation Creditors Under The General Transfer

"Company law" provisions of article ninetieth of company general transfer,different from the rights and obligations of the contract shall be transferred togethertherewith. The transfer of this type belong to the autonomous behavior, but the"company law" Article1emphasizes on lender liability, provisions of article fifth ofthe corporate social responsibility, so the company shall maintain the society or othersin to act or not also benefit. Compared with the relations between debt contract in thetransfer of the company debt, summarized in the transfer relations are different: therights and obligations under the contract be transferred is the relative relationshipbetween the creditor and the debtor, need with the consent of the obligee; companygeneral transfer, not only the relationship between the creditor and the debtor’soriginal original, but also the relationship between the behavior of the transfer of thetransfer the original creditor and generalization of the people and the assignee, theprotection of the interests of creditors, study belongs to the external relation categoryin this paper, the current legislation only notify the creditors of company generaltransfer, but not conducive to the protection of the creditor.Aiming at the problems in the transfer of creditor protection of companysummary, there is a conflict between our country’s current legislation, theory is still indispute, therefore, generalization in the transfer of creditor protection of companyworth studying. In China’s current "company law", social responsibility and honestycredit only reflect Abstract obligations, resulting in the lack of legislation on the basisof strong protection of creditors. Compared with the foreign law, creditors in ourcountry lack of "consent" or "right of objection". In our company the general transfer,creditors as external relations in a passive position, not substantive participationcompany transfer behavior, its on the company’s operating status, the capitalexpenditure and debt transfer does not fully enjoy the "right to know". Moreover, inthe merger and division of companies and other circumstances, the company’s debttransfer only inform the creditor, the lack of other provisions of the collateralobligation, increases the risk of creditor’s rights. The obligation of good faith shouldbe run through the company law, the company need to assist in the protection of creditors in the generalization in the transfer, and provide a guarantee for the. In theoriginal debt to assume responsibility, responsibility in the company after the changeto undertake various types, and China’s current legislation only provides the joint andseveral liability, lack of bear type refinement on a variety of debt, and that otherforms of responsibility. Company overview should absorb other conducive to theprotection of creditors of the debt and responsibility assumed mode transfer.Through comparing the current legislation of conflict and lack of theory, take thecorporate social responsibility and the principle of good faith as the basic theory,starting from the necessity of generalization in the transfer of company creditorprotection, reveals that our country company overview of creditor protection transferquestion. Learn from foreign legislation advantage, the protection of creditors in thetransfer of the rights and obligations of generalization from legal company of ourcountry, a clear responsibility for debts, and improve accountability in three aspects,to perfect our company creditor protection system in summary transfer.