Research On The Creditor's Interest Protection System Under The Company's Subscribed Capital System

In 2013,the Standing Committee of the National People's Congress amended the Company Law for the third time,and established the capital subscription system established by the company in an all-round way,and has made fundamental changes to the provisions of the capital system of the company.The establishment of the capital subscription system is a subversive reform of the registered capital system in China,which has brought tremendous vitality to the market,but also brought adverse effects to the protection of creditors' interests,and raised many new problems to the legal and judicial practitioners.Under the capital subscription system,the protection of creditors' interests is particularly important and prominent among the many problems in front of the legal academia and judicial practice.After the third revision of the company law,the Supreme People's court passed the provisions on the application of the Company Law of the People's Republic of China in December 5,2016(fourth),and made provisions on the legal issues applicable to the company's resolutions,shareholders' right to know,profit distribution,preemptive right and shareholder representative litigation.The sixth session of the Standing Committee of the National People's Congress adopted the decision of the Standing Committee of the National People's Congress on Amending the Company Law of the People's Republic of China in October 26,2018,which mainly revised the share repurchase issue of the company.Although the Standing Committee of the National People's Congress has amended the Company Law for the fourth time and the Supreme People's Court has also interpreted the Company Law,the transaction risk caused by the subscription capital system to the creditors of the company has not been solved yet.After the implementation of the subscription capital system,many jurists and judicial workers have not institutionalized and legalized the protection of creditors' interests.Therefore,the purpose of this paper is to explore the protection system of creditors' interests under the subscription system.This paper takes the protection of creditors' interests under the subscription system as the theme,through elaborating the characteristics of subscribed capital and the current legislative situation of the subscription system in China,and from the perspective of the protection of creditors' interests,and discusses the defects of China's company law on the protection of creditors' interests,which are the accelerated expiration of shareholders' investment obligations and director's obligation system for payment in the absence of a non-bankruptcy situation and mainly due to the untimely disclosure of information,and the application of personality denial system in the absence of capital shortage.Based on the experience of creditor protection under the pledge system of the United States,Germany and Japan,this paper puts forward some suggestions to improve the information disclosure mechanism of the company,to establish the accelerated expiration system of shareholder's contribution obligation under the director's obligation system for payment and non-bankruptcy situation,and to propose that increasing capital is not enough for the application of the personality denial system of the company law,so as to realize the protection of creditor's interests.It is hoped that the discussion in this paper can provide some reference opinions for perfecting the creditor's interest protection system under the subscription system in China,and provide some valuable suggestions for the academic circles and judicial practice sessions.