Legal Regulation Of Improper Capital Reduction Under The Subscription System

After the reform of the subscription system,major changes have occurred in the field of capital formation.As an important part of the capital system,the connotation and extension of capital reduction have also changed accordingly,and capital reduction has become more complicated.However,China's "Company Law" has not made a more complete amendment to the capital reduction system,so that improper capital reduction disputes have increased year by year.This article analyzes the cases of improper capital reduction disputes in China,finds out the problems in various aspects of improper capital reduction,and puts forward its own suggestions on this basis,in order to better regulate the increasing improper capital reduction disputes under the subscription system.This article studies the legal regulation of improper capital reduction under the subscription system.The first part,through combing the empirical cases of improper capital reduction disputes,finds out the manifestations of improper capital reduction after the reform of the subscription system,and briefly analyzes them.On this basis,it is sorted out that improper capital reduction urgently needs to be resolved in judicial practice.The second part is mainly to analyze the problem of the identification of improper capital reduction,to distinguish between improper capital reduction caused by flaws in the resolution of the shareholders' meeting and improper capital reduction caused by improper external capital reduction behaviors made in accordance with the capital reduction resolution.Discussions to build a more standardized identification standard for improper capital reduction.The third part focuses on the effectiveness of capital reduction in the case of improper capital reduction.It is generally divided into two aspects.On the one hand,the improper capital reduction caused by the defects of the capital reduction resolution,the effectiveness of the entire capital reduction should be manifested as invalid or invalid under different resolution defects;on the other hand,the improper capital reduction caused by other defects,the entire capital reduction behavior should be effective.It is clear that the effectiveness of capital reduction in the case ofimproper capital reduction is not only related to the issue of liability when the capital is improperly reduced,but also related to the subsequent operation and stability of the company.The fourth part is to clarify the responsibility mechanism in the case of improper capital reduction.In the case of improper capital reduction caused by flaws in capital reduction decisions,empirical cases often do not demonstrate the issue of liability.In order to protect the interests of small and medium shareholders,the entire capital reduction behavior will be deemed unfounded or invalid.At this time,it should be clear that the capital reduction company needs to apply.Withdrawal of change registration,the shareholders of capital reduction shall bear the responsibility of“returning” within the scope of capital reduction;improper capital reduction caused by other defects,the entire capital reduction behavior is often regarded as valid,and when the company cannot compensate the creditor for losses,the creditor usually chooses to pursue the capital reduction.Liability of the shareholders.This part mainly analyzes the two main judgment bases for shareholders to bear responsibility in practice,and makes a comparative analysis of "analogous application of capital withdrawal" and "capital maintenance principle".In addition,he also put forward his own views on the dual compensation mechanism of the company and shareholders,and the specific application of directors' liability for compensation.The fifth part is to improve the relevant supporting system for capital reduction.By clarifying the application of shareholder representative actions in the improper capital reduction due to flaws in capital reduction resolutions,establishing a creditor's interest protection mechanism in the case of flaws in capital reduction resolutions,and granting creditors the right to stop improper capital reduction requests And strengthen the supervision of industrial and commercial authorities to fully protect the interests of small and medium shareholders and creditors.