The Responsibility Of The Shareholders To Creditors If Not In A Bankruptcy Case

2013 corporate capital system reform has changed the installment subscription under statutory capital subscribed system to subscription system under the legal capital system, which is of great significance to reduce the barriers of entry,at the same time improvesthe entrepreneurs’ entrepreneurship environment, promotes the labor employment as well. For there is not a perfect system in its design and lacking of related complementary measures, creditor benefit protection problems under capital subscribed systemrevealed. Article 13 of Company Law judicial interpretation IIIis considered as a protection for creditors’ rights and interests before modifying the law, but under the system of subscribed shareholder capital contribution period in theory can be extended indefinitely, in most cases, when facing the capital contribution period of shareholders, can creditors maintain their own rights and interestsaccording to the law? Some authors believe that Article 13 aims at protecting the creditors’ interests, but under the system of subscribed, the civil law of the relevant theory of subrogation, the infringement of creditor’s rights theory no longer exists. Since the modification of Company Law, the practice of applying the article remains to be cautious.The paper believes that article 13 is aimed at protecting the creditors’ interests, but under the system of subscribed system, the relevant theory of subrogation and the infringement of creditor’s rights theory in civil law of, will no longer be its’ legal basis. Based on the purpose of protecting creditors, via the method of legal interpretation, article 13 can still balancingthe interests among companies,shareholders and creditors. In academic fields, the paperanalyses the application of article 13 under subscribed system in the theory of the limited liability of shareholders and company independent responsibility and corporate responsibility property in which it still has its legal basis.Secondly, this paper illustrated from the Angle of consequences, the company is unable to repay debts, why the company does not necessarily goinginto bankruptcy proceedings? And the paper uses the cost-benefit analysis to understand the choice of rational creditors. The paper embarks from the basic creditor-debtor relationship to analysis,consider of a bankruptcy case of creditors’ payment will not be unfair to other creditors. What is more, if the company goes into bankruptcy proceedings, generally speaking, there is no contradiction between Company Law and Bankruptcy Law.In this paper, the fourth part mainly discusses related issues in the litigation procedure, the jurisdiction, litigants’ arrangements and the burden of evidence distribution. After all, the shareholders bear supplementary liability within the scope of its capital contribution to creditors is actually asking shareholders to meet its responsibilitiesin advance. Under the system of subscribed system, shareholders may lose its expectation interests. This paper is based on the basic theory and principle in company law, and believes the priority of protecting the interests of creditors is more important than the interest of shareholders.Finally, the paper makes a summary, and draws the conclusion: if not in a bankruptcy case, the creditors could ask the shareholders who has not performed duty of providing funds to pay compensation liability within the scope of supplementary liability. Article 13 of the Company law judicial interpretation III is still applicable and necessary.