Research On The Improvement Of Creditor’s Interest Protection System Under The Company’s Capital Subscription System

The "Company Law" in 2013 formally established the company’s registered capital subscription system in China.This major reform has effectively stimulated private investment,prospered the market economy,and lowered the threshold for setting up companies.With the development and prosperity of the market economy today,the registered capital subscription system can fully mobilize the subjective initiative of market participants,enabling them to respond to market changes in an active and flexible manner,and achieve a significant increase in market efficiency.However,in the actual operation of the subscription system,it gradually exposed the "weakness" of insufficient protection of creditors’ interests.In this context,this article sorts through the difficulties faced by creditors in protecting the interests of creditors under the company’s capital subscription system,and puts forward targeted solutions based on domestic and foreign excellent experience,aimed at improving creditors’ registered capital subscription system.Disadvantaged.Excluding the introduction,the full text can be divided into four parts,as follows:In the first part,by sorting out the background and specific content of the reform of the company’s registered capital subscription system,it concludes that the current capital subscription system’s transformation of the company’s credit base from capital to assets is in line with the healthy development trend of the market economy.However,the author also pointed out that the relatively loose registered capital subscription system and China’s low social credit have directly caused various problems in market transactions,such as the emergence of dwarf companies and rogue companies;the frequent occurrence of false capital contributions and the low rate of capital availability;the market Asymmetric information,etc.These issues have seriously affected the protection of creditors’ interests.This part is for raising questions,and it is the prelude to the following three aspects.In the second part,in view of the emergence of "dwarf companies" and "rogue companies",the author believes that this phenomenon is the inevitable result of the reform of the registered capital subscription system.Because "dwarf companies" and "rogue companies" themselves do not violate the compulsory provisions of the "Company Law",some market entities will inevitably "drill out" for different purposes.The author proposes that the "deep stone principle" can be introduced at the system design level,and the prevention and review mechanism and market exit mechanism should be improved at the administrative intervention level,while the education and guidance of creditors should be strengthened to achieve the protection of the interests of market-related subjects.The third part is to address the problems of frequent false capital contributions and low funding availability.The author believes that these issues can be addressed from three perspectives: the "corporate personality denial system","shareholder funding accelerated maturity system" and "board call mechanism".The "Company Legal Personality Denial System" is the most thorough and the strictest applicable thresholds;the "Shareholder Funding Acceleration Expiry System" is currently a major controversy in China’s judicial field,and the Supreme Court’s attitude towards this system tends to be conservative;"Board call mechanism" It belongs to a relatively mild solution model,and its biggest advantage is that it only involves the relationship between shareholders and the company,which is conducive to giving full play to the subjective initiative of market entities to protect the legitimate interests of creditors.In the fourth part,in view of the asymmetry of market information,the author believes that,on the one hand,administrative authorities should establish a perfect credit system for market entities,and at the same time expand the disclosure of market entity business information,and should be held responsible for false information;In terms of legislation,creditors can be given more channels to participate in corporate governance,so that creditors can more accurately and timely obtain the operating conditions of debt companies,and ultimately protect the legitimate interests of creditors.