On The Protection Of Creditors' Interests Under The Shareholder Delisting System

As a basic component of the modern market,the company plays an important role in the stable development of society and economy.However,in the course of the company's operation,shareholders will always have various differences and contradictions.When the contradictions continue to escalate and cannot be reconciled,and the company cannot resolve it internally,it needs to be regulated by law.The shareholder delisting system refers to a system where the company deprives certain shareholders of shareholders who harm the company's interests and compels them to withdraw from the company when certain reasons arise.As one of the important ways to resolve the company's deadlock,the shareholder delisting system plays an irreplaceable role in safeguarding the interests of the company and honest shareholders.In 2011,China began to implement the provisions of the Supreme People's Court on Several Issues concerning the Application of the "Company Law of the People's Republic of China(?)".Article 18 of this article for the first time provided for the delisting of shareholders in the form of judicial interpretations.The company's right to disqualify shareholders who have not fulfilled their capital contribution obligations or evaded all their capital contributions has theoretically established a delisting system,which provides a legal basis for the company's delisting of shareholders.However,because the provisions are too simple,the legislative task of establishing a sound shareholder delisting system in China has not been completed,and in particular,the protection of the interests of creditors is far from enough.After the shareholder's delisting takes effect,the company may face capital reduction because no one transfers the equity of the delisted shareholder.The company's registered capital decreases,and the risk that creditors cannot be repaid increases correspondingly.When the creditor's claims are not paid,the interests of the creditors are undoubtedly damaged.At the same time,as a third party outside the company,creditors cannot intervene in the company's internal decision-making,but the results of the company's actions may adversely affect it.Therefore,in the shareholders' delisting system of a limited liability company,the interests of creditors must also be protected from damage.However,the current law is relatively simple in this regard,so that the interests of creditors cannot be fully protected.Therefore,it is necessary to carry out a comprehensive and in-depth analysis and discussion of the current shareholders' delisting system of limited liability companies in China,to further strengthen the protection of the interests of creditors.By consulting the literature and related papers related to the shareholder delisting system and other judicial cases,it is concluded that the function of the shareholder delisting system of a limited liability company is not only to resolve the company deadlock,but also to safeguard the common interests of the company and shareholders.This confirms the necessity and rationality of the delisting system,and further analyzes the possible consequences of delisting shareholders and the damage to creditors' interests.Fully consider the value conflict between the company and its creditors during delisting,and in combination with China's actual situation,put forward further improvement suggestions and countermeasures to improve the shareholder delisting system in China.By strictly restricting the reasons for delisting,the company notifying creditors before delisting shareholders,and granting creditors veto rights under certain conditions,the creditor's interest protection procedures have been pre-empted in the delisting process.Secondly,fully respect the rules of creditor's interests protection,clarify the company's obligation to notify creditors when the company reduces its capital,and require the company to maintain the company's capital as much as possible when disposing of the equity of the delisted shareholders.Finally,if the company reduces its shareholders' capital after the company's delisting,the shareholders who have been removed cannot be relieved of their liability for the company's debts within the scope of the original capital interest.At the same time,creditors will be given the right to request for invalidation of capital under certain conditions.By improving the creditor's interests protection mechanism under the delisting system,with a view to better protecting the interests of creditors and promoting the development of commercial transactions of Chinese companies.