Theory On The Reformation Of Corporate Capital System And The Protection Of Creditors’ Interests In Our Country

Conformed to the trend of the times, in 2013 the new "company law " has made significant changes on the corporate capital system, which affirmed the autonomous nature of the capital, and cancelled the state control of the registered capital. However because of the serious situation of credit in our country, and the enterprise credit culture has not yet been established, the loose capital system could only made the problem worse for creditor protection. Therefore how to better protect the interests of creditors will be the challenge after the reform, this article This article is composed of four parts focused on this problem.The first part analyse the three stages of the institutional change of company capital in our country in detail. From strict to loose, and then to the change of subscribed capital system, gradually relax the legal restrictions on the capital markets, lower the market access barriers. And also qualitative on the company’s capital system after the reform,believing that it is still within the scope of the statutory capital system patches, not similar to European countries’authorized capital system. There is still a big difference between the two. Finally, the author made a simple assessment on the company’s capital reform in 2013, thinking that although this reform encouraged the investment, activate the market, it also impact to the transaction seat belt, and harm to the interests of creditors.The second part analyse the real impact of the company’s capital system after the reform to the protection to the interests of creditors in detail, combined with the contents of the reform. First, the reform thoroughly impacted the three principles of the capital interest in the system to protect creditors; secondly the cancel of statutory paid-up capital and the use of the system, made the company’s assets in a state of uncertainty, which increased the difficulty of the company’s property status judgment for creditor, and increased transaction costs lastly, liberal market access threshold makes three pre-existing capital more rampant violations. These seriously harmed to the real interests of creditors.The third part analyse from a macro-level of the entire company law, and deeply excavated the defects of the existing legal system on the protection of the interests of the creditors. Firstly, the company invested liability system is not in place, and no corresponding funding mechanism calls made after the paid subscription system to a real contribution to the protection of shareholders; secondly company credit mechanism is not perfect, corporate credit information publicity system was not yet ripe for the establishment, body of information disclosure, the scope of the standard is not clear; once again, although the introduction of the corporate veil system, due to the recognized standards vague, uneven distribution of the burden of proof so that the system useless; finally the lack of creditor participation in the relevant system of corporate governance, making their interest in a weak position.The fourth part, to the protection of creditors’ rights after the reform and face, from the company before, during and after the three aspects to build its institutional system. Measures in advance are mainly to protect the company’s capital investment as well as good and accurate disclosure of information; the main thing is the measure of sound corporate management system to avoid the loss of company assets illegally; afterwards measures mainly through the improvement of corporate personality system, making the interests of creditors, when shareholders suffered from the infringement, they can obtain relief timely and effectively.