Research On Legal Issues Of Creditor Protection Under The Registered Capital Subscription System

The new Companies Act,adopted in 2013,changed the company's registered capital system from a paid-in system to a subscription system,and the company's credit base from capital credit to asset credit.Under the subscription system,the company registration department relaxed the requirements for company registration documents,and it became more convenient for shareholders to invest in the establishment of the company.The reform expands the rights of shareholders,but ignores the protection of creditors,reflected in the lack of protection of creditors' right to know,the harsh conditions for creditors' requests for capital contribution to accelerate maturity,and the difficulty of recognizing the legal person's personality denial system under the subscription system.Corporate law,as a law of horizontal interests,should be inclined to debt.The "balance" of the right holder is corrected,paying more attention to the protection of the interests of creditors.Therefore,based on the domestic and foreign experience and the views of experts and scholars,this article offers some proposals about how to protect the creditor benefits in the subscription system,including perfecting the information disclosure system,constructing the shareholder capital contribution liability of the additional executor procedure to accelerate the expiration rule and clarifying the application of the legal person personality denial system.