Research On The Protection Of Corporate Creditors' Interests Under The Capital Subscription System

In December 2013,the standing committee of the National People's Congress made major changes to the company law,it is mainly concentrated in the important area of corporate capital system.It is foreseeable that this revision will have a far-reaching impact on the companies development,shareholders contribution and creditors interests.The modifications mainly summarized as four aspects,namely:fully implementing capital subscribed system,cancel the minimum limit of registered capital,the abolition of compulsory verification system,the elimination of all restrictions on investment proportion.At present,the theoretical circle is divided on this reform.Some scholars believe that this reform is a local institutional change under the guidance of basic principle in the capital system,there is no absolute influence on the related problems identified in practice;Also the scholars think,the company capital system reform is major shocks to three principles of capital(the principle of capital determine,the principle of capital maintenance,the principle of capital changeless)which our country pursues,subversive reform measures,ignore the background and the bottom line of corporate capital system in other civil law countries,relying on the legal capital system to protect the interests of creditors is long-term and most suitable system option to our country.Because of this,in this paper the advantages and disadvantages of the corporate capital system reform will not be qualitative evaluation,but see the advanced ideas of company creditor benefit protection throughout the reform at the same time,understand the influence of the level and practice level of the system of capital subscribed to the company creditor benefit protection,analyze the defects of the creditor benefit protection under the system of company capital subscribed,and puts forward to perfect the company creditor benefit protection measures on the basis of this,respectively is:sound company information disclosure system,perfect the shareholder investment responsibility system,perfect the company personality denial system,the omni-directional effective supervision over corporate capital,establish a complete evaluation enterprise of company credit.At the same time,in the second and third sections of the third chapter of this article,a real judicial case is interposed to illustrate the responsibility of non-contributing shareholders after the transfer of equity and the determination of capital shortage under the capital subscription system,and then in the second and third sections of the fourth chapter,the author elaborates his views and reasons in detail.Both sides agree with one side of the court's judgment,but also oppose the court's reasoning and conclusion.There are both theoretical and practical value judgments in this paper,and reach the thorough and clear research on the protection of the company's creditors interests under the capital recognition system.Legislators tend to efficiency between safety and efficiency of value judgement,and this article is more inclined to protect the value of transaction security,hope don't neglect to stick to the transaction security with improving the efficiency of trading,because out of security trading is false prosperity,will not have beneficial effects on long-term stable and healthy development of market economy.Only the high efficiency by adhering to transaction security can we truly stimulate the market vitality,thus opening up the new situation of mass entrepreneurship and innovation.