Legal Regulations On The Company’s Capital Reduction Without Notifying Creditors

Article 177 of the current "Company Law" in my country is the source of law for the company’s capital reduction procedure.This article stipulates that when a company reduces its capital,the creditor shall be notified and an announcement shall be made in the newspaper.However,the clause does not stipulate what kind of legal liability the company or shareholders should bear if the company does not notify creditors when it decides to reduce its capital.Because this incomplete article does not stipulate the legal result,the theory of capital reduction in my country’s company law is flawed and a legislative gap has to be resolved.Due to the imperfect theory of capital reduction in my country’s company law,it is difficult for the courts to find an accurate legal basis when resolving a large number of capital reduction disputes in practice.Regarding the current documents and judicial cases I have reviewed,some courts deal with disputes arising from the company’s capital reduction without notifying creditors by referring to "shareholders’ withdrawal of capital contributions";some courts refer to "failure to fully fulfill the obligation of capital contribution"."Even the "infringement disputes"in the civil law are dealt with;some courts interpret them in accordance with legal principles,or do not state the legal basis for the judgment at all.The act of reducing capital without notifying the creditor is,after all,different from withdrawing capital.Whether it is reasonable for the court to make a judgment based on the withdrawn capital,and whether it can be dealt with in accordance with the failure to fully fulfill the obligation of capital contribution,tort liability,etc.,is a reality that needs to be resolved urgently.problem.Therefore,this article attempts to start from the cases that have been published on authoritative websites,mainly using empirical research,literature research,and comparative research methods to analyze the court’s attitude towards the case of the company’s capital reduction without notifying the creditor in practice,examine the basis of the court’s judgment,and conclude Solve the theoretical problems of related cases.On the basis of reasonable reference to foreign legislation,some suggestions to improve my country’s capital reduction system are put forward.This article consists of four chapters,the specific content is as follows:The first chapter,on the basis of searching,screening,and analyzing related cases,makes a fine-grained sorting out of the judgments of companies that have not notified the creditors of the company’s capital reduction.From the perspective of legal practice,it analyzes the temporal and spatial distribution of court judgments,the main content of the judgment,and a simple analysis of the context of the court’s judgment.Lay the foundation for the theoretical problems encountered in the following discussion of related cases.The second chapter extracts the theoretical problems encountered in cases of capital reduction that my country has not notified creditors based on the review of the above-mentioned judgments.That is to say,it is difficult to say that the existing judgment basis for this type of case is appropriate.In cases where the company’s capital reduction is not notified to the creditor,neither the evasion of capital nor the defective capital contribution can be applied to the legal provisions.The judge’s decision method is "a law beyond the law." Continuation of production".The company’s capital reduction did not notify its creditors.In terms of the distribution of legal responsibilities,it is urgent to clarify the subject,the method and the scope of the responsibility.The third chapter mainly examines foreign legislation,giving a brief introduction to the legislative models of corporate capital reduction in the United States,Australia,the United Kingdom,Germany,Japan and other countries.The division is based on the internal and external perspectives of the company,and the solutions in various countries are detailed.analysis.So as to make reasonable reference based on the experience of other countries.The fourth chapter analyzes and perfects the legislative way out of my country’s capital reduction system on the basis of the previous article.First,it is clear that the company’s capital reduction actions without notifying the creditors are valid.Second,improve the information disclosure mechanism in the process of capital reduction.Third,stipulate that relevant shareholders and company directors shall be the main body of responsibility.Fourth,the liable property of the responsible subject is limited to the reduction of capital interest.This will reduce the number of disputes over capital reduction of companies that have not notifi ed creditors,and provide a unified discretionary scale for the court to judge such cases.