Research On Protection Of Creditors' Interests In Reducing Registered Capital Of Chinese Companies

The Company Law of the People's Republic of China divides the protection of creditors' interests in reducing registered capital into the stage of proposing the resolution of reducing registered capital,the stage of voting by shareholders and the stage of publicizing the resolution of reducing registered capital.When considering the protection of creditors' interests in reducing registered capital,the former has not set up any mechanism to protect creditors' interests.The right of dissent in the process of decision-making,and the investigation of directors' or shareholders' legal liabilities when the act of reducing registered capital has damaged creditors' interests,both have not been involved.For the latter,the rights granted by the law to the creditors of our company are only the right to know and the right to preserve creditors' rights,and only the legal liability of administrative penalty is stipulated when the company fails to fulfill its obligation to disclose information.Through the analysis of the protection of creditors' interests in the reduction of registered capital,it is not difficult to find that under the relevant legal norms of our country,the view of corporate autonomous governance has been strengthened.Creditors' position in the process of protecting their own interests is extremely weak.According to the current legal system,there is almost no opportunity for companies to participate in the reduction of registered capital,and they only have the right to apply for the preservation of creditor's rights.However,the only right to directly protect their creditor's rights and interests is not guaranteed by any legal liability or administrative supervision.In practice,if the company's subsequent disposal of assets brought about by the resolution of reducing registered capital is invalid because of protecting the interests of creditors,it will face the problem that it is difficult to restore the status quo and easy to lead to unsafe market transactions,which makes the way of protecting the interests of creditors in the company in a dilemma.Therefore,the problems of protecting creditors' interests in reducing registered capital are mainly manifested in three aspects: the determination of the legal effect of reducing registered capital,the balance of interests in reducing registered capital and the absence of legal liability in reducing creditors' rights in registered capital.An examination of extraterritorial experience will help us to examine our own system and find a more appropriate way to improve our deficiencies.Among them,the American creditor's autonomous protection and solvency model,the early implementation of the capital maintenance principle and the subsequent design of the director's solvency statement as security in Britain and the Japanese creditor's right to state objections must choose to make a debt-servicing,guarantee or provide trust property,and the main bank designed for special types of creditors in Japan.All can be used for reference to improve the protection of creditors' interests in reducing registered capital in our country.To improve the protection of creditors' interests in reducing registered capital of Chinese companies,the following aspects should be carried out.Firstly,in order to clarify the impact of the legal effect of reducing registered capital on the interests of creditors in reducing registered capital,we should distinguish the legal validity of the company's decision to reduce registered capital from that the company's action to reduce registered capital,and clarify the impact of their respective legal validity on the interests of creditors in reducing registered capital.Secondly,because the reduction of registered capital is related to the creditor's rights and interests,and our country's guarantee is realized through the creditor's right to know about the company's reduction of registered capital and the right to apply for the protection of creditor's rights.The creditor's interests involved in this process can be divided into creditor's trust interests based on the company's registered capital and the creditor's interests based on transaction contracts.The clarity of the first two parts is the premise of perfecting the legal liability when the creditor's rights in the company's reduced registered capital are not satisfied,and the clarity of the corresponding legal liability is the guarantee of the implementation of the creditor's interests protection system in the company's reduced registered capital.