Study On Creditor’s Protection Under Subscription Capital Rules

With the development of china’s economy,more and more small and medium-sized enterprises and emerging profession appear constantly.However,the strict statutory capital system has blocked the development of a lot of companies,the reformation of statutory capital system become extremely urgent.In 2013,the new company law cancel the minimum capital requirement and affirm the subscribed capital system.The shareholder can set up the company under subscribed capital and appoint the amount of contribution and period of investment by themselves.The affirmation of subscribed capital system not only motivate the passion of investment but also active the company.However,after releasing many restrictions,the protection of the interests of corporate creditors has many shortcomings,regardless of the theoretical and practical difficulties are faced.Many scholars have argued that subscribed capital system would undermine the interests of creditors,in particular,the issue of shareholder funding period.Since the Company Law stipulates the time limit for the contribution of shareholders to the shareholders,it is necessary to adopt the new judicial interpretation to specifythe shareholder’s obligation of contribution before the due date.At the same time,it is necessary to seek more creditor’s interest protection mechanism in order to realize the purpose of protecting the creditor,such as reforming the registration management system and strengthening the information disclosure system,constructing and perfecting the social credit system,perfecting the responsibility system of the directors,Corporate governance,improve the principle of “piercing the corporation’s veil” to introduce the "Equitable Subordination Rule" and so on.This thesis consists of four chapters.The first chapter mainly introduces capital and capital system.First of all,outlining the capital and corporate capital system and then analyzing the three types of corporate capital system which namely the statutory capital system,authorized capital system and compromise capital system,and finally making the Comprehensive introduction for the subscribed capital systemin accordance with the provisions of the existing company law.The second chapter elaborates the present situation and the insufficiency of the company creditor protection under the present subscription system in our country.The third chapter is the theoretical and case analysis about most controversial introduction of the shareholder’s obligation of contribution before the due date.the paper introduces the dilemma of the shareholders’ contribution period under the subscribed capital system to the theoretical and judicial practice,which highlights the necessity of the shareholder’s obligation of contribution before the due date.The fourth chapter is to seek to establish more creditor’s interest protection mechanism in order to protect the creditor’s rights of the company,including reforming the registration management system and strengthening the information disclosure system,constructing and perfecting The whole society credit system,perfecting the responsibility system of directors,the creditor participating in the corporate governance,improve the principle of “piercing the corporation’s veil” to introduce the "Equitable Subordination Rule" and so on.