The Protection Of Creditor's Interests Under The Reform Of Company Capital System In China

In 2013,the company law of China ushered in a major reform,which not only changed the long-term paid in system of registered capital into the subscribed system,but also eliminated the restrictions on the minimum amount of capital contribution and the first paid in capital contribution.Although this reform has greatly simplified the company registration process and effectively encouraged the entrepreneurial enthusiasm of entrepreneurs,it has also given some outlaws an opportunity to take advantage of it,which will inevitably infringe on the legitimate interests of creditors.In the long run,it may lead to market disorder.Since 2013,China's company law reform has been seven years.During this period,China introduced various rules and regulations on the protection of the interests of creditors,such as the minutes of the national civil and commercial trial meeting of the Supreme Court(minutes of the ninth civil meeting)and the recently revised Measures for the supervision and management of unlisted public companies.It can be seen that China's implementation of the subscription system does not mean to relax the vigilance against illegal acts that harm others,but to protect the legitimate interests of creditors through some means of afterwards punishment.However,due to the pace of capital system reform is too large,the corresponding supporting measures do not keep up with the pace of reform in time,and the interests of creditors are often damaged.Therefore,this paper seeks to explore an effective way to protect the legitimate interests of creditors in the context of capital system reform.This paper is divided into four parts:The first part introduces the three major reforms of China's corporate capital system,enumerates the discussions of Chinese scholars on the current corporate capital system,and analyzes the current corporate capital system combined with the existing system.Secondly,it analyzes the positive significance of the reform for the market and the negative significance for creditors.The second part analyzes why we should protect the creditors from the perspective of legal theory and practice,and discusses the legislative status and defects of the protection of the creditors' interests from three aspects: the system of denying thecorporate personality,the credit system and the fiduciary duty of the directors.The third part introduces the capital system of the United States,Japan and Germany,and the reference value of the current system of these three countries to our country.It also introduces the system of the United States of America,the principle of equitable subordination,the bondholders' meeting in Japan,the allocation of corporate profits,the personal credit system and direct liability in Germany,which can be used for reference by our country ?In the fourth part,the author explores the ways to protect the interests of creditors from two aspects: improving the existing system and introducing the system of foreign countries.In terms of improving the existing system in China,it is very necessary to improve the system of denial of corporate personality,refine the fiduciary duty of the company management and improve the social credit system.As far as the foreign system is concerned,we can consider the system of calling for capital contribution,the principle of creditors' participation in corporate governance and the principle of equitable subordination.