Research On The Introduction Of “Deep-Rock Doctrine” In China—Under The Background Of The Reform Of The Company Capital System

The revision of the “company law” in December 2013 is the main content of repealing the minimum registered capital requirement and the paid-in capital requirements. It has fundamentally touched the company capital system. Today the restriction of worldwide company capital system has been weaker and weaker. Revision of our “company law” pays more attention to the aspects of company autonomy, companies trading efficiency. If the facilities are not updated in this trend and without proper regulations to solve the new problems, it will bring a new round of the impact on the protection of creditors ’ interests. The "dwarf company", type of company to achieve the normal operation of the state, often needs to the controlling shareholders as lending funds to support, the controlling shareholders and therefore entitled to the creditor’s rights to the subsidiary company. When it goes bankrupt, the controlling shareholders who owned creditor’s rights of subsidiary company, claims to associate with other creditors to allocation as same. The essence of "dwarf company" is using low cost set up a company wants to obtain high profits, and also using the limited liability to transfer the mismanagement risk to the external company’s creditors, if allowed the controlling shareholders and other creditors to set-off equally, which for the external company’s creditors is obviously unfair. The establishment of “dwarf company”is legitimate under the provisions of the new company law. Therefore if using “Piercing the Corporate Veil system” to solve the problem, which is rather too rigid and without merit.“Deep-Rock Doctrine” can give our country system reference to solve these problems. Citing solving the problem of "dwarf company" as reference, the article suggests introducing “Deep-Rock Doctrine” in China. Through the research of “The Deep Rock Doctrine” and the discussion of the necessity and availability with the background of the reform of the capital system, this article tries to put forward the "Deep Rock Doctrine" system in our country.