An Empirical Study On The Balance Protection Between The Transfer Shareholders' Subscription Term Benefits And Creditors' Interest

In 2013,the "Company Law" established the capital subscription system because of the company registration system reform initiated by the Shenzhen Industrial and Commercial Bureau in 2012.It gave the investment shareholders great freedom in terms of capital contribution time,capital contribution period,and capital contribution.It achieved that Legal compulsory had been achieved to company autonomy.However,some scholars pointed out that the reform of the subscription system ignored the weakness of the protection of the company creditor's interests,and it viewed as "a capital system reform operation that mistakenly treated the ovaries as appendectomy." Because the capital enrichment system plays a pivotal role in protecting the interests of creditors.If the pending shareholders whose subscription period has not yet reached transferred equity to a transferee whose individual assets were difficult to meet subsequent capital contribution obligations,or a strong shareholder transferred the equity to the "top tanker".Similar equity transfer behaviors have reduced the value of the company's asset valuation.When the company's assets cannot pay off the external debts due,how to protect the creditors' interests becomes a major problem in judicial practice.The expressions of "unfunded or unfulfilled the capital contribution obligation" in Articles 13 and 18 of the Judicial Interpretation(III)of the Company Law are actually based on the paid-in capital system,and stipulated the responsibility of the transferee,and the law is also related to the transfer of defect equity,but the equity transfer of pending shareholder is not equivalent to the defect equity,the existing legal provisions cannot be applied to the previous capital contribution situation.Therefore,how to balance the interests of the transfer shareholders and the company creditors' to fill the company's capital needs and market transaction protection vacuum has practical significance for academic and judicial practice.Based on this,this article includes six parts of the introduction to discuss the above issues.The introduction part mainly puts forward the issues,basic ideas,research background and significance of the article,and reviews the existing theoretical research as the research flag.The second part is based on the contradiction of shareholder's subscription term benefit and the company's creditor's interest.Under the perspective of the theory of subrogation,credit infringement and the adaptive interpretation of the law,discuss the legitimacy protection of the creditor's interest.As a starting point to explore the responsibility of shareholder.The third part that author searches for 371 judgments through the magic of pku and selects them one by one.Finally,90 papers are selected as the research object of this paper,and the relevant empirical data are cited.Focus of the judgment,article invoking,the fact finding,the judgment reasoning and other quantitative analysis,finally return to the empirical results,show the commonality of the case and the trial status objectively,in order to analyze the crux of the shareholders' term benefits and the company's creditors' interests.The fourth part mainly examines the current capital account system through the evolution of capital connotation,and explores the shortcomings of shareholder capital contribution.The legal analysis of the transfer shareholders' qualification and the exercise of the rights limit,the macro summary of the subscription system is established Legal effects and social effects.The fifth part through the theoretical starting point of protection of creditor's interest,combine with the empirical research content,analyze the reasons why the transfer shareholder should bear the supplementary responsibility,and tries to clarify the argumentation for balancing the transfer shareholder's term benefits and the creditor's interest.Finally,from the perspective of the rational choice of judicial practice,reveals the current dilemma and performance of the transferee's responsibility,reorganizes the credit protection rules of the company's creditors,proposes a remediation plan,and expects to become a practical and informative guideline in theory and practice..