Selection Of The Routes To Protect The Benefits Of The Company’s Creditor Under The Company Capital System Reform

The company capital system is the core of the corporate law, and conflicts ofinterest between the shareholders of a company and the company’s creditors existsnaturally from the beginning to the end of the company. So the balance andcoordination of the interests between the shareholders and the creditors is alwaysdepending on the company capital system, strictly or loosely. The corporate law ofour country has always been carrying out strict legal capital system, which put anheavy burden on guaranteeing the interests of the company’s creditors. However,what the practice proves is that it not only fails to protect the interests of the creditorsbut also limits the room for establishing, fund raising and operating freedom of thecompany, with a mindset of preventing wrongs, setting up strictly procedures forcompany establishment, capital contribution and distribution. Easement of companycapital system has always been the trend of the development of the corporate law allover the world. On March1,2014, the newly amended corporate law of PRC isbeginning to put into practice, which is an important part of the economic reform ofthe Central government. The focus of the amendment lies in changing the system ofpaid-up registered capital into the subscribed registered capital, repealing theminimum registered capital limits, abolishing mandatory verification procedures, etc.relating to the company capital system. The new capital system takes off some chainsof the company, loosen the requirements of company registration, lower threshold ofthe company establishment, and widen the self-governance of the company,stimulating the enthusiasm of social investment. However, the problems of balancingthe interests between the shareholders and creditors highlight when the capital systemis loosen. We should introspect think deeply on paths to protect the creditors’ interests,availability of the defense mechanism under the strict legal capital system and how toformulating a new protecting system. This essay is going to, on a basis of theeasement reform of capital system, introspect the reform course of Chinese companycapital system, discuss the drawbacks of the protecting system of the creditors’ interests, absorb and refer to some good experiences of foreign countries.Furthermore, analyzing the theoretical basis of protecting the creditors’ interestsstanding from the breadth and depth of the present reform and specific nationalconditions. In the end, I hereby come up with several new ways and mechanisms toprotect the creditors’ interests: transforming the government regulatory philosophy,strengthening the construction of good faith, perfecting the corporate governancestructure, information disclosure, enlarging the applicable scope of “Disregard ofcorporate personality”.As for disadvantages come out when time went by, something will change basedon the conditions; and what to do is up to the human beings. The perfection of lawand construction of regime shall change constantly from time to time. And now it isthe time to change, but it is not only amending the corporate law. There will be a lotof new puzzles and questions arising out of the new law’s implementation, andrelevant administrative laws and regulations judicial interpretation shall follow assoon as possible. The pace of overall reform of the law system shall never suspend,and the purpose of theoretical study is to respond and advance the practice of thereform. We will build a new system for protection of the company’s creditors andimprove the economic development, as long as we keep on pacing forward.