The Protection Of The Creditors Of The Company Under The Registered Capital Subscribed System

In 2013, the minimum capital requirements for registration were abolished, and also the payment periodwas no longer limitted in The Company Act. The registration system of register capital subscription has been established. This system shows that the government decreases the control on the permission of market subject, which makes it easier for company registration and contribute to the change from “capital credit” to “Asset credit”. However, this has incresed the risk of the corporate creditors for the faultiness of this system as well as the other legal regulations and judicial interpretations. Based on the impact of this system on corporate creditors and with combination of The Company Act as well as the juridical practice, the theory and practice on the protection of corporate creditors have been detailed in this paper.The amount invested when the company set up under the subscription system, and non-monetary contribution in the form of capital contributions of property to a shareholder value of its own consultation. When enterprises to set up registration, capital verification report, asset appraisal report, is no longer mandatory collection Market Supervisory Authority, which contributed to the difficulty of the creditors to judge the authenticity of the shareholders invested in virtually. However, in 2013 the "Company Law" does not protect the interests of creditors of the company to make special provisions regarding information disclosure provisions of the company’s assets remained stagnant, the creditor can not grasp the dynamic information assets of the 2 company, the potential risk is difficult to effective prevention. The company’s dividend distribution standard, significantly less capital criteria for non-persistent fraudulent transfer actions need further legislative regulation and so perfect. In addition, judicial practice creditors ask the shareholders in advance of its capital contribution obligation has yet to be further clarified.By analysing the related legislation experience from America and Japan and by studying the theroy of former scholars’ researches, we find possible obstacles of the registration system of register capital subscription in the judicial practice and legislation and offer possible measures for hoping to contribute to the imporvement of company capital system in The Company Act. The main points are as follows:Part one focuses on the explanation of corporate creditors and the registration system of register capital subscription. By analogical analysing the defination of creditor in Law of Civil Law, the meaning of corporate creditor has been discussed. Based on former schorlars’ research, the classify of corporate creditor has been discussed. In addition, the main context of the system has been concluded by analysing the history of system reformation.Part two focuses on the impact of the system on the benefit protection of corporate creditors. This part explains the neccissities to protect the corporate creditors by analysing the characters of company, which shows that this system contributes to the change of credit base though it also leaves potential risk on the corporate creditors.Part three focuses on the dilemma of the protection of corporate creditors under this reformation. It points out that the corporate creditors face higher rish for lacking supporting auxiliary measures.Moreover, the challenge of court try and the possible measures have been analysed.Part four focuses on the foreign experience on the proection of corportate creditors. It analyses the experience from America and Japan for the purpose of giving reference to our lawgivers to improve the system.Part five focuses on the improvement of the protection of corporate creditors. Based on the text above, suggestions on improvement of corporate information disclosure system, dividend distribution and the judgment standard of the significant shortage of capital have been given. We suggest to draw on the experience of American "Unified Fraud Transfer Law" to the problem in lacking regulation on non persistent fraud of company in China. We also suggests to requires shareholders to fulfill their obligations in advance in the judicial practice.