Research On The Legal Issues Of The Company's Flawed Capital Reduction Under The Subscription System

In recent years,the company law of the People's Republic of China(hereinafter referred to as the company law)has been revised for many times,among which the change of the registered capital registration system is undoubtedly a major measure of the reform of the company law in China,which has affected the whole body.Under the background of subscription system,the sponsors can register the amount of registered capital only by oral commitment.From this point of view,the significance of the company's registered capital for the protection of creditors is weakened.Therefore,after the registered capital registration system is changed from the paid in registration system to the subscription registration system,in order to ensure its implementation,it is necessary to further improve the company's establishment to ensure the quality and quantity of the capital contribution subscribed by the investors To account,promote the company's good operation.At present,China's "company law" for the company's decision to reduce capital due to excess assets or operating losses and other factors is not complete,resulting in many contradictions in the process of practice.The capital reduction of the company will lead to the decrease of the registered capital subscribed by the shareholders when the company is established,the reduction of the liability of the shareholders to the company,and the creditors can not timely understand the operation of the company,so their interests will be damaged.In addition,the "majority capital decision" is often adopted in China's law and business practice.In the case that the controlling shareholders propose different capital reduction ratio,the equity ratio between the controlling shareholders and minority shareholders may change fundamentally because of different capital reduction ratio,and the imbalance of rights and obligations between shareholders will inevitably lead to contradictions and conflicts.This paper expounds the two concepts of the registered capital subscription system and the company's capital reduction system.Combined with the judicial cases,it finds that there are flaws in the capital reduction process of the company under the subscription system,the effectiveness of the flawed capital reduction behavior,the responsibility of the shareholders after the flawed capital reduction,and the causes of the disputes among the shareholders in the process of capital reduction In the end,it puts forward some suggestions to standardize the legal system of capital reduction by referring to the relevant laws and regulations of other countries.