Research On The Interest Protection Of Creditors Under The Corporate Capital Subscription System In China

The capital system of a company should not only focus on capital regulation during the establishment stage,but also on capital changes after the company is established.At present,the registration supervision and management departments of market entities in China generally only register the subscribed capital of company shareholders,and no longer require them to make actual contributions or verify capital,providing great convenience for company registration.However,after the implementation of the statutory capital subscription system,the convenience inherent in the authorized capital system,such as company establishment,flexible issuance,and the ability to avoid capital virtualization,has been weakened.Therefore,the company capital system in China has become a hot issue in the current round of revision of the Company Law.However,in the context of the adoption of the subscription system in the company capital system in China,the rights of shareholders of the company have been further expanded,and shareholders can freely agree on the investment period and amount of the registered company.However,it also brings safety hazards to the interests of company creditors,causing an imbalance in the interests of company creditors and shareholders.Regardless of the capital system,it is a series of standardized groups combined into a supporting system.In response to the key issue of how to better protect the legitimate rights and interests of corporate creditors,this paper deeply analyzes the current situation and existing problems of protecting the legitimate interests of creditors under China’s corporate capital subscription system,and explores the improvement of measures to protect the interests of creditors under the corporate capital subscription system.Drawing on the beneficial experience of protecting the interests of creditors under the capital subscription system of companies in typical foreign countries,this paper strengthens the protection of the interests of company creditors from the aspects of the system of denying corporate personality,the system of disclosing company information,the construction of company credit system,and the strengthening of responsibilities of directors,executives,shareholders,etc.,and establishes a sound supporting mechanism and system for protecting the interests of creditors in China’s company law.Establish a strict information disclosure system,strengthen shareholder investment obligations,establish a system for shareholder loss of rights,and improve the system for denying corporate personality.Introduce market mechanisms,balance the private control of the company’s capital market with the decision-making power of the board of directors,and improve the legal liability of company executives for violating fiduciary obligations.The core of the company’s capital system is to properly handle the relationship between shareholders and the company,in order to ensure that the contributions or commitments made by shareholders during the establishment of the company are truthful and credible.After the establishment of the company,efforts should be made to avoid shareholders randomly distributing or disposing of company assets(property)without legal basis,ensuring that the company forms an independent legal personality based on its own property,and thus protecting the interests of creditors.