Improvement Of China’s Enterprise Information Disclosure System

On October 1, 2014, the Provisional Regulations on Disclosure of Enterprise Information came into effect, which means that the enterprise information disclosure system was officially established in China. As an important supporting measure of the commercial registration system reform, the enterprise information disclosure system has a profound influence on enterprises, supervision department and even the entire market. The enterprise information disclosure system actually is a great project concerning many aspects such as supervision concept update, company system reform and function transformation of industrial and commercial administration. Being an important institutional innovation, it has been praised by many. But we should also pay attention to those deficiencies and try to find the solution through analysis and demonstration to further improve it.In the opinion of the author, there are several problems in the existing system. First, as to the disclosed information, we should consider the following questions: what kind of information disclosure is mandatory? Is the existing regulation reasonable? How to define the boundary of mandatory disclosure and how to coordinate the contradictions between mandatory discloser and the commercial secret protection principle? Second, as to the subject of disclosure, considering the great differences between different enterprises, should the design of the disclosure principle be different? If so, how to differentiate them? The third is about the legal liability of the enterprises who fail to perform their disclosure obligation. Are the existing credit 2 restraint measures constituted by the Abnormal Operation Enterprise List and the Serious Violation Enterprise List enough to restraint the discredited enterprises? Is the cost of violation of the law too low? Is it possible to introduce criminal liability? Clarification of the above questions will further improve the enterprise information disclosure system. In this thesis, the author analyzes these questions, give arguments and try to give a reasonable answer.Taking “value of system decides formal design of system” as a logical frame and following the pattern of problem finding, analyzing and solving, this thesis is divided into four chapters.The first chapter gives a three-dimensional perspective of the enterprise information disclosure system and discusses its value analysis. In the beginning, the author analyzes the value of the enterprise information disclosure system in the perspective of the government, the creditor and the company, inspects the basic value of the system and concludes that this system can promote governmental supervision, creditor protection and company free contention. Defining the value of the system means to take it as the basis of question analyzing and a theoretical basis of the following chapters.The second chapter discusses the evolution of the system and its basic principle. This chapter is divided into two parts. The first part introduces the establishing process of this system from pilot implementation in districts to implementation in the whole country. The second part shows the basic principles of the system. In the author’s opinion, a complete disclosure system is a group of principles. Therefor this thesis is analyzed from the perspective of information disclosure principle, information supervision principle and credit constraints principle.The third chapter discusses the deficiencies of the enterprise information disclosure system. Based on the analysis in the first two chapters, this chapter indicates the deficiencies of the existing disclosure system. It is divided into three parts. The first part indicates the boundary misalignment between mandatory disclosure and voluntary disclosure. The existing regulation narrows down the scope of mandatory disclosure to an extent that is not enough for defending transaction safety and protecting creditors’ interest. In addition, there are limitations in the scope of voluntary disclosure restricting the value of the disclosure system. In the second part, the author indicates disclosure scope of different types of companies is not differentiated, which may reduce the value of the disclosure system. The third part underlines the deficiencies of the existing punishment measures. These deficiencies include lack of hierarchy in credit constraint measures; fail of effective link-up of legal liability, in particularly, the miss of criminal liability lowers the cost of violation of law as a whole. In this chapter, the author pays attention to analyzing the problem while issuing it to lay a foundation for the problem solving in the fourth chapter.The fourth chapter discusses the improvement methods of the enterprise information disclosure system. This chapter gives improvement suggestions to the prior problems. It is divided into three parts. The first part indicates that the boundary between the mandatory disclosure and voluntary disclosure should be defined reasonably and realizes the balance between defending transition safety and commercial secret protection. In the second part, the author suggests a differentiated disclosure according to different types of companies, to achieve the value of the disclosure system by a tailored system design. The third part suggests to further improve the credit constraint measures and to consider introducing criminal liability to realize the hierarchy of legal liability. The suggestions of this chapter may not perfect, but the author tries to propose a basic idea and analyzing frame for further improvements of the enterprise information disclosure system.It cannot be denied that the enterprise information disclosure system plays great part in supervision method innovation, creditor interest protecting and free contention implementation. But as a new thing, the system still needs to be improved. Therefore, we should pay more attention to this system and find its problems in time and make the system function better and realize its value.