On The Protection Of Creditors' Interests Under The Registration System

In the new Company Law of the People's Republic of China revised in 2013, the concept and content of company capital system have changed significantly. On the premise that market transaction security is guaranteed, the concept of system gradually changes from the original common theory of capital credit to the assets credit concept widely recognized by the academic circle. Meanwhile, under the leadership of new concept, capital system reforms involve all aspects of market transactions. However, the most influential on creditors is nothing but the reconstruction of their interest protection mechanism. Along with the implementation of subscribed capital system, supporting measures of creditor's interest protection also gradually becomes a key focus in theory and practice circles. How to adhere to creditor's interest protection under the background trend of company autonomy is an imperative issue that legislation and judicial system must face with. Only by solving the status quo of creditor's interest protection will the market order be maintained, the benign development of market be facilitated and the new Company Law of the People's Republic of China be better controlled and implemented. Since the general content of current creditor's interest protection still follow the protection mechanism under traditional paid-in capital system, this paper goes deep into the influence of differences between two capital systems under the old and new company law systems on design requirements of creditor's interest protection mechanism, teases out and analyzes relevant creditor's interest protection mechanism. In view of loopholes in the current legal system in China, with actual damages of creditor's interest in judicial practice as a breakthrough point, with extraterritorial experience as reference object, it explores several new protection channels to rebuild creditor's interest protection mechanism under the new situation. Apart from the introduction, this article is divided into four parts.The introduction expounds on the research background, research significance, literature review and research methods, etc.Part One is a comparison of creditor protection mechanism between paid-in capital system and subscribed capital system under an ought-to-be perspective. This part proceeds from differences between the concepts and functions generated by two capital systems and analyzes the effect of these differences on creditor's interest protection mechanism in-depth, to demonstrate different design requirements of creditor protection mechanism under the new system at an ought-to-be level.Part Two is provisions of existing legal system in China on creditor's interest protection and their reflection. Under the original paid-in capital system, due to excessive trust in credit guarantee function of capitals, the company law system forms a creditor's interest protection system dominated by registered capital regulations. Such system is built on void capital credit guarantee functions. It can't really play the role of protecting creditors and is out of harmony with the new subscribed capital system. Under this background, this article illustrates defects in creditor protection mechanism in the current company law system in China at a macro level, discusses from concept pursuit, legislative framework to specific provisions of two capital systems respectively before and after reform layer by layer, from abstract to concrete.Part Three is investigation and reference of creditor protection system under the extraterritorial capital system. By establishing a right-to-know protection mechanism, director obligations, judge-made law and other systems, Britain, the United States and Germany, etc. protect creditor's interests constantly in different stages of market transaction and provide a large amount of experience for reference to rebuild a creditor protection path.Part Four is several suggestions on improving creditor protection system under registered and subscribed system in China. Aimed at the actual situation of creditor's right protection in China, this article proposes building an authoritative credit reporting system, establishing a mandatory disclosure system, adding a contribution urge procedure, strengthening the director's fiduciary duties, improving contents of disregard of corporate personality in company law and other ex-ante, ex-meso and ex-post relief measures, in the hope of getting rid of the original path dependence at the systematic level and solving damages to creditor's interests fundamentally.