A Study On The Corporate Creditor Protection In The Context Of The Reform On Registered Capital System

The Corporation Law released in 2013 cancelled the amount of capital invested at minimum,moreover,it also changed the official receipts system into the complete registration system of subscription,additionally,it stipulates that the period of shareholder's investment is confirmed by the articles of incorporation.It is thus clear that such a reform mainly highlights the reform of registered capital system.Although the original registered capital system has been disputed and criticized,this revision seems more advanced,however,it still leads into a great discussion in academic circles.Scholars have expressed opinions in their own papers,and some criticized the reform on capital system is too hasted,which hurts the protection of creditor;some claimed that the revision complies with the world-wide development trend of corporation law,especially the revised law,to some degree,is favorable to the protection of creditor;additionally,some held that parts of revised law have no impact on the protection of creditor.The paper aims at listing different opinions on the impacts caused by the reform on registered capital system toward the protection of creditor,and finding out the challenges against the protection,then the foreign practice is taken as the example to improve the measures toward creditors.The transition of China's registered capital system is expounded as well as the significance in Chapter One,in which the considerations from lawmakers and the reasonability of reform is made clear,and the relationship between the reform on registered capital system and the protection of corporate creditor is discussed,finally,difference opinions about the impact on the creditor by the registered capital system are list and analyzed.Through the analysis on the comprehensive influence of corporate creditor by the reform on registered capital system,it will be favored to improve the existing system of corporate creditor protection,then further working out more reasonable supporting system for corporate creditor protection.The challenge for the corporate creditor protection by the registered system reform is discussed in Chapter Two,which mainly includes: firstly,the imperfectness of information disclosure requirement;secondly,the existing flaw of the system of the disregard of corporate personality;thirdly,the deficiency of relevant legal provisions of subscribed register system;fourthly,the imperfectness of corporate governance structure and credit system.Three aspects above are discussed lively in the academic circle.The paper aims at making a relatively pertinent conclusion through the list and comparison of different opinions from scholars.The analysis of impacts on the protection for creditors will be in favor of a more reasonable supporting system as well as a more improved existing system to protect creditors.Challenges against the reform on the protection are discussed in Chapter Three,which mainly includes: the imperfectness of information disclosure requirement,corporate governance structure and current credit system in China,the deficiency of relevant legal provisions of the registration system of subscription,and the existing flaw of the disregard of corporation personality.How to improve the system of China's corporate creditor protection is analyzed in Chapter Four,firstly,improving the information disclosure requirement;secondly,perfecting the application of system of the disregard of corporate personality;thirdly,completing the relevant legal provisions of subscribed register system;lastly,consummating the corporate governance structure and company credit system.The cancellation of the amount of registered capital at minimum will be disadvantageous to the creditor protection,however,it is not so serious as what some scholars have claimed.Therefore,after the reform on registered capital system,creditors' interests shall be protected through the establishment of corresponding supporting system,moreover,relevant systems of corporation law are not only needed to protect creditors' interests,but also some other laws,such as Bankruptcy Law and Contract Law etc.shall be combined to protect creditors' interests,all of which shall be a complete legal system for the protection mechanism.The reform on registered capital means a higher demands on the corporate information disclosure system and credit mechanism as well as the corporate governance and the enaction of articles of incorporation,the application of disregard system of corporation personality,etc.The existing information disclosure and corporate governance are not improved,therefore,successful experiences of creditor protection overseas shall be absorbed,combined with China's actual conditions and juridical practices,a more reasonable and perfect protection system of creditor will be enacted.