Research On The Shareholder Responsibility Of The Company Capital Reduction Without Notified Creditors

The disputes caused by the company's unrecognized creditors' capital reduction have been increasing year by year.In the absence of the law to stipulate the effectiveness and responsibility of illegal capital reduction,the judges generally do not recognize the company's undeclared creditors' deduction of capital reduction based on the protection of creditors.The judgment of the capital reduction shareholders is responsible to the creditors.The lack of legal provisions leads to disputes in the judicial practice on whether the shareholders in such cases need to bear responsibility for the company's creditors,what kind of responsibility,which shareholders are responsible and the basis and scope of responsibility.In the absence of a direct legal relationship between shareholders and corporate creditors,clarifying shareholder responsibilities in such cases is of great significance to the improvement of the capital reduction system and the protection of creditors.Many problems in the practice of trials stem from the imperfections of the legal provisions.The effective resolution of the shareholders' meeting is the beginning of the company's implementation of the lawful capital reduction,and is the basis for the subsequent capital reduction procedures.Therefore,the capital reduction of the invalidity of the resolution is of course invalid.When the capital reduction resolution is valid,the company should not be notified of the specific reduction of the creditor without notice.The creditor does not take effect,and the creditor can still claim rights within the registered capital before the capital reduction.This will provide sufficient relief for the creditor and safeguard the interests of the company and the shareholders.The "Company Law" stipulates the administrative responsibility of the company to fail to fulfill the notification obligation according to the regulations,but the civil liability of the company and its shareholders is not mentioned in the case of illegal capital reduction.The purpose of limiting the company's capital reduction is to protect the creditors,if the company is allowed to do so.The credit reduction system prescribed by law will be in vain if the creditor is not informed of the reduction of capital without penalty.Based on the company's own responsibility principle,the company should still be liable to the creditors within the original registered capital after the capital reduction.Based on the company's capital system,when the companydoes not notify the creditor to reduce capital,the shareholders should bear the responsibility,and the responsibility has the basis of the company law,the tort liability law and the guarantee law.If the company is unable to pay off the debts due and the capital reduction causes the creditor's rights to be unrealized,the shareholders shall bear the tort liability to the creditors.In such cases,the shareholders' liability for infringement is not premised on the subjective malice,as long as the shareholders are exempted from the capital contribution in the capital reduction.Or obtain property interests from the company's capital reduction,the company creditors can request the shareholders to bear the supplementary liability for the debts that the company can't pay off,but the scope of the commitment must be limited to the amount of the contributions paid by the shareholders.Although the creditor can also request the shareholders to bear the corresponding guarantee responsibility based on the commitment made by the shareholders at the time of the company's change of registration,if the company's liability for illegal capital reduction can be freely agreed,it will shake the capital system of China.Starting from the guarantee function of the company's capital,the shareholders should bear the statutory guarantee responsibility for the creditors.When the shareholders assume the statutory guarantee responsibility,they have the right of first-instance defense and the scope of liability does not exceed the share of the shareholders' contributions.