Research On Legal Norms Of Corporate Capital Reduction System

As the basis of the company's legal system,the company's capital system plays an important role in reconciling not only in the company's own operations,but also in protecting the investment of the company's shareholders and the interests of the company's creditors.Since the birth of the "Company Law of the People's Republic of China"(hereinafter referred to as "Company Law"),it has undergone five revisions,and the Supreme People's Court has imposed provisions on the application of the "Company Law of the People's Republic of China"(3)(hereinafter referred to as "Company" The judicial interpretation of the law has completed the transition from a strict paid-in capital system to a relatively loosely subscribed capital system.The abolition of the minimum registered capital system has shaken the principle of capital maintenance,while the funding period and funding method are delineated as regulation matters,but the capital system involved in the company's operation stage has not been revised,resulting in the company's net assets and registered capital are no longer synchronized,posing certain challenges to the capital reduction system,but also left a trial in judicial practice.Larger space.The registered capital of a company can reflect the strength of the company to a certain extent.Under the background of the capital subscription system,the shareholders can promise to set up the company,so the company founder may make the company look stronger.Fill in the amount of registered capital far beyond the company's own strength,but face a huge commercial risk in the latter part of the business,can only take capital reduction to solve this problem,it is easy to appear at this time will find that the possible risk is too great.Although the company's capitalreduction is a solution to this problem,does it involve the company's abuse of capital reduction to avoid risks? Before the promulgation of the Judicial Interpretation III of the Company Law,even under the strict legal capital system,it is not uncommon to invest in defamation cases,including shareholders falsely reporting registered capital,withdrawing capital,and making false contributions.Even though the Criminal Law of the People's Republic of China already stipulates the corresponding crimes and penalties,there is no better improvement.In addition,the company's capital reduction means that the company's ability to pay off external claims is reduced.How can we better ensure the interests of external creditors? In the current "Company Law",the provisions on company capital reduction are very framework-oriented.At the end of the detailed section,there is often no pen and ink,which makes it difficult to operate such cases in judicial practice.In summary,when the company's registered capital "threshold" is lowered,how to control the risks in the company's transactions and protect the interests of external creditors becomes an important issue.Based on the basic theory of the company's capital reduction system,this paper analyzes the problems existing in the company's capital reduction system,including the procedural company's capital reduction without the shareholders(large)meeting,the company's capital reduction without notifying the creditors,and the entity.Issues such as the lack of shareholders' liability system and the application of laws.At the same time,this paper analyzes the problems reflected in the practical judgments by combining relevant judicial practice cases,and puts forward some perfect suggestions based on this.In addition to the introduction,this article is divided into four chapters.The first chapter mainly discusses the relevant legal norms and principles of the company's capital reduction system,including the history and necessity of the capital subscription system established in China,as well as the legislative status and existing problems of China's capital reduction system.The second chapter and the third chapter are the specific analysis of the problems existing in China's capital reduction system proposed in the first chapter.The second chapter mainly studies the flaws in China's capital reduction procedures,including the reduction of capital without shareholders(large),the reduction of capital and the failure to notify creditors.The third chapter mainly studies the flaws in China's capital reduction entity system,including the lack of shareholders' liability system and the application of laws.On the basis of the first three chapters,the fourth chapter puts forward some perfect suggestions for the company's capital reduction system: clarify the company's capital reduction methods and types of capital reduction,improve the company's capital reduction resolution,and clarify the company's capital reduction notice and announcement media.And strengthen the creditor's interest protection mechanism,which strengthens the creditor's interest protection mechanism,including clarifying the scope of the creditor,giving the creditor the right to object,introducing the right to stop the request for capital reduction,and clarifying the subject of liability and the method of damage compensation.