One-man Company Creditor Protection Research

One-man company doesn’t have the separation of the executive as the traditional Corporate governance, the signal partner serves as more than one officer, the partner makes all the decisions about the company, for lack of Power Restraint for the signal partner, so the partner can easily confuse corporate property with his own property at he same time he may abuse the limited liability for transferring corporate property, harm the interests of creditors. In our country, ought to company law, who based one-man company may face the higher minimum amount of registered capital.A legislator hopes that the higher minimum amount of registered capital can assume the responsibility of its debt and protect the interests of creditors. But the system doesn’t work in practice, because the assets of one-man company is always changing, so the assets can not assume the responsibility for the changing debt. After the establishment of one-man company, a legislator establishes a strict capital maintenance system prevent a flight of money, or transferring corporate property, damage the interests of creditors. There exist lots of defects in financial system, at the same time the single partner can transfer property by Affiliated Transaction. Disregard of corporate personality refers to one-man company that is the single shareholder abuse of corporate personality and limited liability shareholders, the company will ignore its own independent legal personality, and as a company and its shareholders as one behind the external are jointly and severally liable to a legal measure. But the system is only in principle, it doesn’t always work in practice.By studying the legislation of one-man company abroad and to be based on legislation at present, so put forward some legislative suggestions, when the single partner establishes one-man company, he should throwing daylight on information, so creditors can be fully acquainted with capital. After establishment of one-man company, he should its financial and accounting system to prevent the shareholder transferring company property, encourage creditors to take part in managing companies, and prevent the single partner making decisions at casually. When the single shareholder abuse of corporate personality and limited liability shareholders, company law defines the Constitutive Requirements of Disregarding of corporate personality, determine that some action are applicable for this system. The mature legislative experiences in modern countries is good for consummating the legislation, we can use the experience of other countries for reference to protect the interests of creditors for one-man company.