Study On The Protection Of Creditors' Interests In The Company's Capital Reduction

The company's capital reduction system is an important part of capital operation.With the prosperity of the capital market,it plays an increasingly important role in regulating the company's business strategy,enterprise restructuring,and company mergers and acquisitions.However,article 177 of China corporate law only stipulates the procedures of the company's capital reduction system in principle,but it does not involve the effectiveness of the company's defective capital reduction,the way of bearing the liability,and the path of creditors' relief.In particular,after the reform of the company's capital system in 2013,the minimum registered capital was abolished,the company's registered capital was changed from the paid-in system to the subscription system,and the company's capital contribution method and duration were completely self-governing.Although the reform of the company's capital system has lowered the threshold of market access,which is in line with the current background of"mass innovation,mass entrepreneurship",due to the weakening of registered capital credit,creditors may fall into the information vacuum of registered capital and company net assets.Since corporate capital reduction system has not been upgraded and perfected accordingly,it has further increased the risk of creditors'transactions,and it has led to more complicated and frequent cases of disputes between creditors and companies in judicial practice.From.the.perspective of creditors' interest protection,this paper analyzes the inadequacy of creditor protection in current legislation of corporate capital reduction system in China,sorts out the obstacles for creditors to seek relief in judicial practice and the focus of disputes in judicial judgments,and discusses the creditor protection models of the overseas company's capital reduction system.Then it is believed that our country should continue to apply the model of "strict creditor protection".In order to solve the shortage for protect creditors'interest in capital reduction system,this paper advances a proposal on the improvement and adjustment of the specific system from the aspects of the relevant system before the capital reduction,the procedural norms during the capital reduction,and the corresponding supporting measures.This full text is divided into five chapters.In the chapter one,first of all,through the Supreme People Court's bulletin case--"the company of Jiangsu Bo'en capital reduction case",it introduces the importance to protect the creditors' interest in current capital reduction system.Then it introduces the definition,causes and classification of capital reduction.At last,it analyzes the impact of different types of capital reduction on creditors.The second chapter introduces and analyzes the current situation of legislation and judicial status of the capital reduction system in China.First of all,on the legislative level,it mainly introduces the relevant provisions on the company's capital reduction system in the company law,administrative regulations and departmental rules,and analyzes the current legislation's insufficient protection for creditors.Next,it uses the method of empirical analysis to sort out the types of the company's capital reduction disputes and the judgment's focus of the disputes,analyzes the choice of the creditors' relief path injudicial practice.The third chapter is based on the controversies in the legislation and judicial status of the company;s capital reduction system in China,combined with the main points of the judgment of the Jiangsu Bonn company's capital reduction disputes and the academic circles' views on the disputes,puts forward the author's Point of view.There are two main types of discussion.One is from the company law article 177 "creditors should be notified" provisions and the relevant disputes caused by the discussion.The other one is from the company flaws to reduce capital relief paths of creditorsThe fourth chapter examines the three protection models of creditors in foreign company's capital reduction,and combined with Chinese national conditions and legislative models,believes that China should continue to learn from the "strict creditor model" of Germany and Japan.However,the current provisions of the capital reduction system in China are too vague and lack of practical operability.Therefore,specific rules of capital reduction system need to improve and adjust.On the basis of the previous argument,the fifth chapter proposes the perfection of China corporate capital reduction system from three aspects:the company's prior system for capital reduction,the procedures and rules of capital reduction,and the strengthening of the creditor protection mechanism.