A Study On The Protection Of Creditor's Rights And Interests After The Reform Of Company's Capital System

As the soul and essence of the legal system,the company capital system is based on the independence of corporation's personality and the limited liability of shareholders.Although our country always adhere to the statutory capital system,but in order to adapt to the development of socialist market economy,our country passed the "People's Republic of China Company Law" amendment in 2003,the company's capital system has gone through a substantial reform,behind is the capital efficiency value orientation and value orientation of the safety of transactions in the game.Especially to change the minimum registered capital to the subscription capital system,the amendment will shift the focus of the company capital system from the maintenance transaction security to improve capital efficiency and promote commercial autonomy.The tilt of the system poses a challenge to the protection of the rights and interests of the creditors.There are many problems in the protection of creditor's rights and interests in the process of capital formation and the operation of the company.It is necessary to provide a more diversified and effective relief path from the balance of capital value and transaction security,and to improve the system construction.Not only in the process of capital formation to broaden the types of investment and funding form,to establish an advance call system of investment and new types of debt guarantee;but also in the process of capital maintenance,to regulate the transfer of capital investment by the spirit of contract,to establish the mechanisms of creditors' participation in corporate governance and clear disregard of corporate personality;moreover through the constructions of pre agreed loan agreement,to confirm the fiduciary duty of directors,to clear terms the fiduciary duty of controlling shareholders,to establish the information publicity system and credit management system,perfect the enterprise accounting system and the supervision of intermediaries and other supporting systems,to establish a system of creditor protection system,and earnestly safeguard the interests of creditors,achieve the trade-off between improving capital efficiency and safeguard the security of transactions.