On Legal Protection Of Creditors Of The Dependent Company

In our country, with the deepening of reform and setting-up of the socialist market economy system, it is imperative to set up enterprise groups with international competitiveness. As a kind of ideal enterprise form, corporate groups have even morn dimension and competitiveness. Nowadays corporate groups have already become a kind of economic phenomenon existing generally, but it is no doubt that the appearance of corporate groups has brought enormous impact to current legal system too. In a great deal of legal questions, the legal protection of controlled company's creditor is a comparatively outstanding one. This article divided into four parts probes into this question tentative .In the first part, we have made these basic concept such as corporate groups , controlling enterprises and controlled companies clear comparing with relevant countries and regions. As a pair of relatively categories, the controlled and controlling company is the lower concept of the corporate groups, their typical characteristic is that there is controlling and dependence between them. Realizing this, we catch the essence of the question. The creditor a controlled company has its own particularity besides common ones compared with creditor of ordinary company. This shows as follows : Firstly, the investment of a controlled company's creditor is often set up on the false capital foundation. Secondly, because of the existence of controlling factor, a controlled company lose independence character all even by part. This brings extra risk in realizing their creditor.In the second part, in order to set up the protection mechanism it is necessary to probe into theoretical foundation of creditor protection. Firstly, from the general angle of the civil law, "debt must be fulfilled"-this ancient law proverb fully proves that the protection of creditor interest is for the safeguard of civil order.Secondly, from the angle of company low, the setting-up of shareholder's limited responsibility make creditors bear extra risk. Law must take certain measure to relief the company creditor, otherwise it will jeopardize market security and trade order. At last from the unfavorable angle of controlled company creditors, the important characteristic of corporate groups is outside control. This cause great impact to personality system and thus it is unavoidable to injure the interest of creditors.In the third part by comparing relative law we find that how to protect the creditor interest has cause some country's attention. As to Germany, "Konzern law" is a written form in protection of creditors. In America "piercing the corporate veil" and "Deep Rock Doctrine" is the most representative. Of our country Taiwan province has combined this two mode bitterly and therefore it is more worth for us drawing lessons from Taiwan.In the forth part , as regard to our country the enterprise group has taken a road different from other countries. We up enterprise groups not through mark but by means of government. Beside, during the process of setting up enterprise groups what the government laid particular emphasis on is competitiveness and efficiency. In actual life the situation of creditor is quite serious, therefore it is very essential to perfect the relevant legal system. In this part, I put forward some suggestions in the choice of the mode and important content.