Research On The Recognition Of The Responsibility Of Shareholders To Creditors In The Company's Improper Capital Reduction

The legislative design and conception of the company's legal system in the world today focuses on the company's capital.As the “blood of the company”,the company's capital not only enables the company's series of commercial activities to proceed smoothly,but also guarantees the successful realization of the creditor's claim.However,the company's capital is not static,it will increase and decrease with the company's business needs.The company's capital reduction will not only reconfigure the company's internal shareholding structure,but also affect the company's external debt settlement ability.This puts forward that in the design of the company's capital reduction system,it is necessary to ensure the efficiency of business while taking into account the harmony and security of social transactions,and strive to seek a dynamic balance of interests among the company,shareholders and creditors.In order to optimize the internal industrial structure,the company will reduce the registered capital according to the actual operating conditions.However,examining China's current company's capital reduction rules and systems,although the company law and its related judicial interpretations are subject to preliminary regulation,but too principled and framework provisions,can not be a perfect solution to the complex problems in judicial practice,and Most of the capital reduction procedures are broad and rough,and specific operations and supporting measures need to be improved.It is particularly important to note that if the company conducts improper capital reduction,resulting in the company's ability to reduce external debts and the creditor's interests are impaired,it only stipulates the company's administrative responsibility for improper capital reduction,and does not explain the company's shareholders' corresponding obligations.Whether it should be responsible and the type of responsibility assumed.In the judicial practice,the shareholder's theory of creditor's liability remains uncontroversial in the improper capital reduction of Chinese companies.In the case of a blank of legislation,the court only applies the similar case,that is,the application of the “Company Law Judicial Interpretation(3)” on the withdrawal of funds.The above provisions are extremely unfavorable to the protection of the interests of creditors and the prosperity and stability of the capital market.The rationality and appropriateness of it are worthy of discussion and study.This paper introduces the case of the Shanghai Delixi Company's capital reduction dispute in the Supreme People's Court Gazette,and discusses the connotation of improper capital reduction of Chinese companies,and analyzes the problemsfound by shareholders in the improper capital reduction of Chinese companies.Finally,it proposes how to identify the shareholder's solution to the creditor's responsibility in the improper capital reduction of Chinese companies.This paper is divided into three parts.The first part is about the meaning of improper capital reduction of the company and the justification basis of the shareholders' responsibility for the creditor.Based on the research of related literature,this paper explains the connotation of improper capital reduction of companies under the reform of China's subscribed capital system based on the concept of corporate capital reduction under different capital systems.On this basis,it discusses the justification basis of the shareholder's responsibility to the creditor,the type of responsibility assumed and the conflict of interest between the shareholder and the creditor in the company's improper capital reduction.The second part adopts the previous case of “Shanghai Delixi Company” to reduce capital disputes,and then discusses whether the shareholders have notices or reasonable duty of care for the creditors when the company reduces capital,and at the same time sorts out the judicial process of shareholders' recognition of creditors' liability in improper capital reduction of domestic companies.Combining with typical judicial cases,we fully compare and draw on similar systems in countries outside the country,and summarize the real dilemmas faced by shareholders in the process of improper capital reduction of Chinese companies,and provide ideas for the improvement of the latter.The third part is aimed at the problem of the shareholders' judgment on the creditor's liability in the above improper capital reduction of the company,and proposes the solution path and its judicial advice from several aspects.