Research On The Legal System Of Capital Reduction Of Chinese Companys Under The Subscription System

The reform of the subscription capital system in 2013 only made major amendments to the company’s capital formation stage,but the company’s capital operation stage did not carry out corresponding reforms,and it still adhered to the paid-in capital registration system.As an important means and measure in the company’s operation process,capital reduction will cause many new problems under the subscribed capital system: according to different company credit standards,different connotations of corporate capital reduction can be derived.Under the subscribed capital system,reductions in capital Whether it is existing capital or future assets,we don’t know yet;China’s capital reduction has not been classified based on the cause,which ultimately damages the creditor’s priority of compensation.The“subscription capital registration system” and “paid capital” publicity systems are serious.Disconnected,the commercial subject registration system and commercial subject supervision system lack effective connection,the effectiveness of the company’s capital reduction flaws have become the focus of controversy in the theoretical world;the scope of liability for shareholder compensation has not yet been clarified.Therefore,improving the legal system of corporate capital reduction in China is the focus of this article.In addition to the introduction,the structure of this article is divided into four chapters:The first chapter mainly analyzes the theoretical basis of the legal system for capital reduction of companies under the subscribed capital system.First of all,it analyzes the legislative purpose and legislative value of the company’s capital reduction under the statutory capital system of our country.The connotation of the company’s capital reduction is to reduce the company’s registered capital.The legislative purpose of the company’s capital reduction system under the strict statutory capital system is mainly to protect the security of creditors and society’s transactions.The legislative purpose of the company’s capital reduction system under the relaxed statutory capital system is to reduce the government’s pre-regulation of companies and increase the post-mortem regulatory system.Appropriately increase the company’s self-control,gradually expand capital reduction methods,and improve the company’s operating efficiency.Secondly,it analyzes the new challenges brought by the original capital reduction system from the reform of the subscription capital system.Capital credit cannot reflect the company’s true solvency,and the subscription capital system does not conform to the “three principles of capital”value concept.Dividend distribution standards are too rigid to maintain the balance of interests between shareholders and creditors.The liability regulation at the capital operation stage only broadly stipulates joint and several liabilities,does not distinguish liability under different circumstances,and lacks liability regulation for controlling shareholders and directors,and does not form a multiple liability regulation system.Finally,starting from the above issues,the necessity of reforming the legal system for capital reduction of the company is discussed.The second chapter mainly analyzes the status quo and existing problems of China’s corporate capital reduction legal system.First of all,we study the current situation of the legislation of the company’s capital reduction system in China.The regulation of the capital reduction system in China’s legislation mainly focuses on laws,administrative regulations,departmental regulations,and related judicial interpretations.And the regulations are very simple,only the procedural issues of the company’s capital reduction and administrative penalties for illegal capital reduction.Secondly,by logging in “China Knowledge Network”and “Peking University magic weapon”,collecting cases concerning the company’s capital reduction disputes,92 valid samples were obtained.Summarized the focus of the court’s disputes and the basis of adjudication,and found that due to the lack of legislative provisions,the judges used analogy to make judgments,but the judgment standards and judgment results were quite different.Finally,through the status quo of the company’s capital reduction system in China and the judicial judgment,the problems existing in the legal system of capital reduction in China under the subscribed capital system are summarized.The third chapter makes a detailed study of the three capital reduction rule models through comparative research.Creditor Protection Rule Model under the Information Disclosure System.According to different reasons,the methods of capitalreduction are divided into normal capital reduction,simple capital reduction,and share capital reduction.Creditors are protected through complete processes such as creditor reporting,capital reduction notices and announcement warnings,and debt settlement or providing debt guarantees.In order to absorb company capital and improve work efficiency,a combination of capital reduction and capital increase is adopted.The solvency rule model establishes the tradition of corporate credit.The company’s capital is not only determined by the company’s capital,but also by the company’s current asset status.The compromise model under judicial intervention is to combine the advantages of the two rule models and to join the judicial confirmation process.Finally,analysis and comparison of various capital reduction rule models.Although each of the three capital reduction rules has its own emphasis,the ultimate goal of legislative reform is to find a balance between security and efficiency.The fourth chapter studies the legal system of capital reduction of companies from the perspective of comparative law,summarizes the advantages of various capital reduction modes,and improves the legal system of capital reduction of companies in China in light of national conditions.The author perfects China’s capital reduction legal system from the formation stage of capital reduction,the implementation stage of capital reduction and the stage after completion of capital reduction.In the formation stage of capital reduction,first of all,we will regulate the capital reduction method,types of capital reduction,capital reduction resolution,and call-up mechanism,and establish a complete corporate capital reduction process to regulate the company’s capital reduction behavior.Secondly,pay attention to the unification of the standard of publicity of paid-in capital and paid-in capital,and use the “reduction of capital” mark to indicate transaction risks.In the implementation phase of capital reduction,a sound model of capital reduction rules must be established.Establishing a solvency rule-based model and absorbing the beneficial experience of the information disclosure regulatory model and judicial intervention model,replacing the registered capital with real liquidity and future assets with strong liquidity,reducing the company’s entry barriers,and strengthening ex post facto Financial audit supervision.It is necessary to strengthen the information disclosure mechanism,establish a dual liability mechanism between the company and the shareholders with reference to the flaws in capital contributions,and learn from the practices of the United States Company Law.For the implementation of fraud,improve the anti-fraud transfer rules by issuing judicialinterpretations and publishing guiding cases.Considering that China has not established a sound financial review system at this stage,a court confirmation mechanism has been introduced.Special rules apply to listed companies.Construction of creditor protection mechanism,improvement of the obligation of capital reduction notice and extension of the notice period of capital reduction notice,clarification of the scope of protection of creditors,and establishment of creditor objection rights.Connect the commercial registration system with the commercial subject supervision system.At the stage after the capital reduction is completed,the effectiveness of the capital reduction process is identified,a dual compensation mechanism is introduced,the scope of shareholders’ liability for compensation is established,and a multiple liability regulation system is established.Through a series of corporate capital reduction legal system reforms to balance the interests of shareholders and creditors.