Research On Creditor Relief In The Company's Capital Reduction

This paper mainly discusses the relief of creditors from the perspective of capital reduction.According to the practice of case analysis,think under subscribed capital system of company behavior,the action of essence is the company shareholders abuse capital credit,start with a high registered capital after creditors trust to win the market,and take the internal "legitimate" means to reduce the company's registered capital,the exemption shareholder investment responsibility to damage the interests of the creditors of an act of seek improper interests.In practice,because creditors,as outsiders of the company,cannot know the operation and debt repayment of the company at any time,they cannot take effective measures to remedy their own rights in a timely manner.They can only resort to the after-the-fact remedy method of filing a lawsuit to the court and ask the company and shareholders to assume responsibility to them.Although courts have agreed that the company's capital reduction is "improper" and have decreed that shareholders are liable to creditors within the scope of the company's capital reduction(capital reduction),the laws applied by different courts vary.The reality highlights that after the reform of subscription capital system,the responsibility of capital contribution of shareholders still needs legal norms.However,the existing system construction,whether the company law or the relevant judicial interpretation iii,focuses on the actual payment system.Is missing under shareholder capital contribution subscribed,the responsibility of the specification,so,in the practice of some judges in addressing the problem of decreasing investment company,think should take the personality of "law" of the existing system or the flight of capital contribution,mutatis mutandis,the processing,but the company law personality denial system and legal liability of shareholder smoke escape capital contribution,in the aspect of judicial interpretation,there have been considerable refinement.If these two systems are applied to the behavior of capital reduction of the company to require shareholders to assume responsibility to creditors,we have to consider whether the connotation of these two systems can include the behavior of capital reduction of the company.In short,in order to balance the interests of creditors and shareholders,it is urgent to establish the legal norms for the protection of creditors' interests under the subscription system under the condition that the company's capital reduction exempts shareholders from the obligation of capital contribution.In the first chapter,two questions are raised through the analysis of three typical cases in practice.Secondly,if the creditor's rights and interests are indeed harmed by the company's capital reduction,what relief approaches should be adopted to safeguard their own rights and interests.Established in the first chapter put forward the problems and cause analysis,on the basis of the second chapter mainly responsible for the shareholders of the existing theoretical basis: "law personality denial system," according to smoke escape capital contribution,the principle of "capital maintenance" from its connotation and the illegal action of the company were analyzed,and the application of the three system can fully explain the company conduct in-depth discussion,the action of reveal our country regulation company behavior means is insufficient,the action of "capital to maintain the principle of" behavior in the action of external shareholders liable for the company of the most appropriate theoretical basis.Chapter three compares the principle of "capital maintenance" in China with the principle of "capital maintenance" in foreign laws on the basis of ascertaining the responsibility of shareholders so as to improve the system construction of "capital maintenance" principle in China.The fourth chapter mainly discusses the types and limits of the shareholders' liability,and holds that the shareholders' liability is the supplementary liability that the company's capital reduction exempts from its capital contribution,which is not necessary to cover all the losses of the creditors.The fifth chapter is the conclusion and inspiration part of this paper.Through the analysis of the full text,it puts forward some legislative and judicial Suggestions on the regulation of corporate capital reduction in China.In terms of legislation,it is suggested that the solvency declaration system,which has been studied thoroughly in foreign countries,should be used for reference to strengthen the external information publicity of the company and directors and the notice to creditors,so that creditors can take immediate action after their rights are infringed.In terms of judicial practice,it is suggested to unify the application of law on shareholders' responsibility,which can effectively protect the existing company law system in China,fully implement the predictability of court judgment,effectively protect creditors' rights and interests,and save judicial resources.