The Research On The Protection System Of Creditors Under The Capital System

Reform of our country in 2013, the company law is the significant changes of limited liability company capital system, based on encouraging investment, increasing employment opportunities, improve enterprise competitiveness, stimulate the market dynamics, in the newly revised company law to abolish the minimum limit of registered capital, change the paid in capital is paid in capital, the registered capital amount and time limit, no longer pay and abolishing mandatory verification procedure. Lower threshold set up companies to a certain extent, encourage entrepreneurship, increase the employment opportunities, promote the economic development, conform to the requirement of market economy. But at the same time, the revised the company law also brings some problems, has been under the company law values out of balance, efficiency and security in the maintenance of transaction security measures is still not perfect. And creditors as important market main body, its protection in urgent need to strengthen.Company capital system in China has experienced three stages of development, namely the strict legal capital system, the legal capital system of the relatively loose and subscribed capital system. Three stages of development is a continuous process of balancing the interests of the creditors and shareholders, and the balance of safety and efficiency of processes. Strict legal capital stage to set up the program, there are many restrictions in the company, at the beginning of the market economy to establish the specification of transaction security. Relatively loose legal capital system further relax the regulation of a company to set up the stage, to a certain extent promote the development of the economy. Subscribed capital system compared with legal capital system, pay more attention to company autonomy depends to the development of market economy has brought vitality and challenges. The company capital system and the creditor benefit protection is closely linked, through the reform of capital system also shows that China’s company law to change of creditor protection concept in the reform. From the change of capital credit to assets credit concept, from the transaction security to the transaction efficiency system of center of gravity transformation, government control of the regulatory ideal is engaged in the former to the later regulation, transition from managers to the server, reflect the current under subscribed capital system for the basic conception of creditor protection. Subscribed capital system to market economic development bring vigor at the same time, there are still some problems in its applicable, weak further creditors, creditor’s rights and information security; Information disclosure system and credit system is not sound; The lack of investment worth of procedural mechanism; Under the subscribed capital system, system of limited liability and corporate personality denial system how to apply.A brief history of the company law of our country, many problems should draw lessons from foreign legislative experience. Continental law system and Anglo-American law system in company law in the history of intersection and opposition, continental law system, focused company law on protection of creditors’ advance notice to transaction security. Company law of Anglo-American law system focus on creditors protection, pay attention to the trade efficiency. But on the whole, the continental law system and Anglo-American law is blend with each other and influence each other, finally all set loose the company capital system, both continental law system and Anglo-American law system country in the pursuit of economic benefits at the same time, strengthen the protection for the interests of the creditors, pay attention to market transaction security. Through the analysis of the representative countries of continental law system and Anglo-American law system and the value orientation of the reform of company law specific provision, the current problems in China, put forward in the construction of credit system, information disclosure mechanism, investment worth of the mechanism and principle of equitable subordination times such as institutional worth our using for reference.Outside the introduction of legislative experience also need to consider the adaptability of standard, so you need to determine the value orientation of the company law in our country reform and the future development direction, and then introduce specific rules. In terms of reform value orientation, to give the company more autonomy to promote transaction efficiency, in pay attention to efficiency at the same time also transaction security, to ensure the healthy and stable economic development. On the perfection of concrete system, clear disclosure standards, strengthen the company’s disclosure obligations. Public credit system construction is dominated by the government and the private credit system, widen the channels of access to information. By strengthening their directors and senior executives of the company’s obligations, and directors to the third person directly responsible for, from the Angle of corporate governance, perfect the indirect protection for creditors. Clear under subscribed capital contribution flaw responsibility cognizance. And through the addition to the legal person personality denial system, establish perfect creditors rights relief mechanism of the investment worth of program. Hoping to perfect the system of creditor protection in our country, and provide direction for future development.