The Study Of Protection Of Creditors Under The Regime Of Subscription Of Registered Capital

On December 28,2013,the fourth version of the Company Law of the People's Republic of China was amended and issued,it generally establishedthe rules for capital subscription of the company and canceled the regulations concerning the requirements of the baseline of the capital of the company and time limit for the contributions of the subscribed registered capital of the company.Since then,the rules for the registered capital of the company have experienced a significant change,and such reform represents a far-reaching significance in the practice and academic research area of the company's capital system.The change in the registered capital regime of the company has greatly improved the efficiency of investment,and number of newly registered and corporations and the amount of registered capital of the companies have improved significantly.However,the negative impacts cannot be neglected,and therefore the academic circle and practitioners have paid great attention to such arising issues.Many scholars have raised their opinions concerning the nature of the contributions of the subscribed capital in the context of the new rules.Such discussion mainly focused on the potential negative effects of the new rules,for example,the protection of the creditors of the companies.Before answering a series of questions,such as whether companies could enter into contract with amount much higher than the contributed registered capital as subscribed,whether the creditors of the companies are exposed to risks without enough protection if the contributed subscribed registered capital is much lower than the price of the loans owed by companies to creditors,whether the creditor have any counter measure against thecompanies,and before answering the aforementioned questions,firstly,the most basic questions have to be replied,such as whether the indefinite contribution period of the shareholders in practice prolong the contribution obligations of shareholders,how to limit the contribution period to prevent the disguised purpose of the shareholders to withdraw the contributed capital.Other issues to be further discussed are whether the shares whose payment period has not expired can betransferred,who will undertake such responsibilities after the transfer,and what are the differences from the defective share transfer,and whether the existing laws and regulations can resolve the above questions.According to relevant researches,the practitioners and the academic circle hold different opinions concerning the above questions,and the existing laws and regulations have not effectively regulated the share transfer issues and protection of the creditors.This article can be divided into four parts as following:The first chapter of this article will comb and conclude the existing laws and regulations concerning the contributions of the shareholders and protection of the creditors.The second chapter of this article will focus on the popular opinions and theories of the academic circle in this respect.The third chapter will analyze the precedents in the context of the regime of new rules of the registered capitals and the precedents in the courts.And the fourth chapter of this article will discuss the approach under the current laws and regulations in respect of the protection of the creditors.