Research On The Company's Capital Reduction System Under The Subscribed Capital System

In the context of "Popular Innovation and Entrepreneurship" in 2013,the new "Company Law" was revised and promulgated,and China's capital system was transformed into a subscribed capital system.The capital system of the company's establishment stage has undergone earth-shaking changes,but the capital system of the company's operation stage,the company's capital reduction system,has not changed.Based on the reform of the system of subscription system,this paper explores the legislative defects of the company's capital reduction system,and combines the experience of foreign advanced capital reduction system to put forward suggestions for the company's capital reduction system.The first part of the article is about the impact of the subscription system on the company's capital reduction system.Firstly,the impact of subscription system on the qualitative nature of corporate capital system.Although China's corporate capital system belongs to the statutory capital system,it is different from the traditional statutory capital system.Secondly,the subscription system has an impact on the connotation of corporate capital reduction.The connotation of company capital reduction has expanded from reducing registered capital to reducing registered capital and company assets.Thirdly,the pledge system triggers the conflict of voting rights in the capital reduction resolution.Under the subscription system,shareholders should exercise their voting rights according to the principle of "consistency of rights and responsibilities".However,the voting rights of some shareholders can be reasonably limited.Fourthly,under the subscription system,the function of the company's registered capital guarantee is weakening.Under the subscription system,the company creditors are facing more risks,and the company credit closely related to the company capital reduction system has also changed from the original capital credit to the asset credit,supplemented by capital credit.In the second part of the article,the legislative defects and practical confusion of the company's capital reduction system are under the system.First,the inherent defects of the company's capital reduction system before the system.In this part,the reasons and methods for the company's capital reduction are completely blank,the company's capital reduction resolutions and procedures are in the ointment,and the shareholder's accountability and creditor's relief are incomplete.Second,after the subscription,the company will find new debts to be reduced.This part mainly deals with new issues and new disputes under the subscription system.If there is a dispute over the cancellation of the minimum capital limit for capital reduction,whether the unpaid share capital reduction can be waived,whether the voting rights of the shareholders can be reduced,and whether the shareholder's capital contribution can be expedited.Third,from the empirical point of view,study the confusion of the company's capital reduction practice.The company's capital reduction collected by the China Judgment Document Network is analyzed,and the overall status of the capital reduction disputes and the same disputes of different disputes are analyzed.The third part of the article recognizes the value orientation of the company's capital reduction system.First,the value orientation of the company's capital reduction before the subscription system is mainly the value pursuit in controlling the shareholders' absolute discourse power and creditor protection as the core in the capital reduction resolution.Second,the new requirements of the subscription system on the value orientation of the company's capital reduction.The original contradictions under the system of subscription have not been resolved,and new problems under the reform have been highlighted.It is urgent to strengthen the protection of minority shareholders and creditors.Based on the principle of corporate law capital,the principle of equity equality and the principle of majority majority,and the principle of efficiency and fairness,we explore the balance point of the main body of disputes over the company's capital reduction interest.In the fourth part of the article,the perfection of the company's capital reduction system is under the system of subscription.First,referring to the typical foreign capital reduction model,combined with China's specific national conditions,it is proposed that China should still adhere to the creditor protection model under information disclosure.Second,clear the reasons and ways of capital reduction.Third,optimize the company's capital reduction resolution.This part includes the exclusion of the voting rights of the shareholders of the investment,the establishment of the controlling shareholders' fiduciary duties and the protection of the preferred stocks.Fourth,improve the company's capital reduction procedures.It is clear that the creditor's objection is the effective element of the capital reduction,the notification notice procedure,and the alternative mechanism for canceling the minimum capital reduction.Fifth,the company's shareholders who improperly reduce capital are accountable.The newly added shareholder's capital contribution responsibility will expedite the expiration and clarify the liability of shareholders,directors and senior executives.