Legal Studies On The Protection Of The Creditors’ Benefit Under Capital Subscribed System

In 2013,a tremendous revision of capital system had taken place in Chinese Corporation Law.Among it,the minimum of registered assets had been canceled and it set no limitation on the amount of first payment or the deadlines of installment by the shareholders or initiators;the corporate capitals had altered from paid-in system to subscription system,it lowered the threshold of starting a company,and implemented the agreed subscribed capital contribution and payment deadlines which based on the principle of autonomy of will by the shareholders.To some extent,it provides convenience for shareholders to maximize their benefits,and such benefit-pursuing actions will also increase the risk of hurting the creditor’s benefits.As creditor’s benefits stand some risks,so it is necessary that relevant legal system should be built to protect it.However,currently in our country,corresponding creditor benefit protection system have not been established or established but with many problems in such systems;therefore,under subscription system,the perfection of creditor benefit protection system had become an urgent issue in both legislation and legal practice in our country.This essay divides into four parts.A brief introduction about the legislative changes from corporate capital paid in system to capital subscribed system in our country and the characteristics of the protection of the creditors have been given in the first chapter.The second chapter narrates the problems existed in creditor’s benefit protection under subscription system.In this chapter,first,it narrates the deficient corporate information disclosure system.There are problems as followed: it is difficult for the creditors to acquire the asset information under capital subscribed system;the disclosure effect of the “National enterprise credit information publicity system” is not good as expected;the information disclosure system of limited liability company and non-public stock company has not been built.Then,this chapter narrates the deficient system of creditors’ participation in corporate governance.Here is the problems in related issues: the creditors’ meeting should be repositioned;the deficiency of the system of the creditor participation in corporate management under subscription system;the lack of creditor derivative lawsuit system.Finally,this chapter tells the deficient company personality denying system of the corporate law.Currently,the problems of this system lie in the non-specifics of the application requirements,no regulations on the common applicable cases and lack of related judicial proceedings.The third chapter narrates that the enlightenment we can learn from the creditor’s benefit protection system in other countries.First,it makes introduction about the legislation in other countries;then conducts some comparative analysis and draw lessons from it to perfect our system.The fourth chapter is the last part of this essay,offers some suggestions for improving the legislation of the protection of creditor’s benefit under capital subscribed system.Here it makes suggestions for improving the corporate information disclosure system,system of creditor’s participation in corporate management and company personality denying system of the company law.