Research On Creditor Protection System In Business Transfer

Business transfer refers to the transfer of business in the objective sense of business this organic fabric business activities.The subject matter of business transfer should adopt "Operating Assets Theory ",that is,in order to carry out a certain business necessary operating assets.With the development of China’s market economy,business transfer has become one of the more and more popular means of merger and reorganization in the commercial field.But it implies the risk of damage to the rights and interests of creditors in business transfer behind this phenomenon.So far,the system of business transfer in our country is still very imperfect,and the disadvantages in practice are frequent: the rules of business debt undertaking are not clear,it is difficult to guarantee the realization of creditor’s rights.Business transfer does not set the obligation of publicity,the creditor’s right to know is difficult to realize,let alone express objection to business transfer and participate in it.The scope of creditors is narrow,the legitimate rights and interests of future creditors and special creditors can not be protected.This has caused great trouble to the commercial transactions under the market economy.Looking abroad,the protection of business creditors by States varies widely.Germany,Japan and South Korea will be transferred and continue to use the original firm to bear business debt to make different provisions.For the protection of the right to informed participation of creditors,France’s secondary registration publicity system,dissent and bidding participation system are quite excellent.The United Fraud Transfer Law sets in the creditor revocation system provides the characteristics,types and remedies of fraudulenttransactions.For the protection of future creditors,the United States successor liability system also provides new ideas.In order to alleviate the adverse effects of legislation deficiency and legal defects,the author tries to make some suggestions for the improvement of creditor protection system of business transfer in our country.To make clear the rules of undertaking business debt,stipulate that the transferee should bear joint and several liability for business debt.To set up the public notice system of business transfer contract,make sure that the transferee is the subject of public obligation,register and publish the public of business transfer within the specified specified time limit.To give the business creditor dissent right,bid right and cancel right after public notice.The future creditors should be included in the scope of protection,the system of meeting bondholders should be established,and the scope of business creditors should be expanded.