The Company Capital System Under The Change Of Creditor Protection System Research

The sixth session of the standing committee of the 12th National People's Congress deliberated and adopted the decision about amending the Company Law of the People's Republic of China,and the new law was enforced on March 1st,2014.The decision was a subversive reform on company capital system.The core of the reform was changing the eclectic and ambiguous capital system about legal capital and subscribed capital systems to totally authorized capital and subscribed capital,which highlighted the problem of how to guarantee transaction safety and creditor's interest.This paper is divided into four parts based on the significant change about capital system of the Company Law.In the first part,the relevant regulations and existing problems with respect to the creditor's interest are proposed.In the second part,the improved legislation and policy regulations are put forward.In the third part,jurisprudence analysis is carried out based on accelerating to subscribe the responsibility of shareholder's expiration,and effective and operable approaches are raised.In the fourth part,the capital of denying company personality,affirmation of the insufficient,applicable nodes and cases are analyzed specifically.Subject of the constitutive requirement,consequence and causal relationship are demonstrated.In addition,the proposals are put forward about reducing the burden of proof of creditor,asking for general and joint liability if shareholders abuse independent personality of the company,which can guarantee creditor's legitimate interest comprehensively and effectively.