Comments On The Case Of Delixi Company V.Jiangsu Bonn Company And Its Shareholders’ Responsibility For Illegal Capital Reduction

The company is a company’s own business activities,but a reduction will involve companies,shareholders and creditors and other multi-party interests,so for the reduction of capital can not be ignored,can not control too much.China’s"Company Law" on the reduction of the provisions of the system involvesless,so in practice life,when the company with the shareholders or with the creditors of the conflict of interest and seek judicial solution,we can be bas ed on the legal norms are too abstract,Poor.Too much to rely on the judge’s discretion,often lead to excessive freedom of judgement,different judges because of experience,knowledge,understanding and other differences caused by the outcome of the decision may be very different,long time not only detrimenta to the interests of shareholders and creditors balance,Leading to the chaos of the market economy order.Therefore,this paper analyzes and analyzes the case of a company’s capital reduction dispute,so as to propose a solution to the p roblem.Liability for illegal capital reduction of Jiangsu Bonn Company,is a typical case in which shareholders damage the interests of company creditors in capital reduction.This paper mainly studies the following three controversial points in the case:1.How does the company’s failure to notify creditors affect the effectiveness of capital reduction?2.Is the failure to notify creditors of capital reduction equivalent to the withdrawal of capital contribution?3.Should the shareholders who have not reduced their capital be liable for the flaws in the process of reducing capital?After the first and second instance,the court of second instance maintained the first and second judgments of the first instance,cancelled the third one,and decided that the Shanghai Bonn Company should bear supplementary liability for the debt owed by the appellant Jiangsu Bonn Company to Delixi Company within the scope of capital reduction.Based on the facts of the case and relevant evidence,on the basis of theoretical analysis of the effectiveness of the creditor who has not notified the capital reduction,the difference between the defect of the capital reduction procedure and the amount of capital withdrawn,and whether the shareholders who have not reduced the capital should bear the responsibility,and combining with the judicial precedents of the same type of cases,the conclusions are drawn:1.The capital reduction of Jiangsu Bonn Company should be invalid for Delixi Company.Jiangsu Bonn Company did not give written notice to Delixi Company,which deprived Delixi Company of its right to demand debt repayment or guarantee before the capital reduction of Jiangsu Bonn Company.2.There are essential differences between the defect of capital reduction procedure and the withdrawal of capital contribution.In the case of defect of capital reduction procedure,it is more appropriate to refer to the second paragraph of Article 13 of Interpretation 3 of Company Law in order to investigate the supplementary Liquidation Liability of shareholders who violate capital reduction.3.Shareholders who have not reduced their capital shall bear joint and several liability for the liability of shareholders who have reduced their capital.Although Shanghai Bonn Company has not reduced the amount of capital contribution,it still agrees to the request of shareholders who have reduced their capital even though they know that the company has matured debts that have not been liquidated,which results in the decrease of the company’s liquidity.Therefore,shareholders who have not reduced their capital should also bear joint and several liability for the liability of shareholders who have reduced their capital.Finally,by comparing the foreign legislative experience and combining with the actual situation of our country,we find the imperfections of the capital reduction system in our country and put forward our own suggestions on the supplement and improvement of the capital reduction system and the supporting rights construction in our company law.Specifically,the reasons and restrictive conditions for capital reduction should be specified in detail,and the substantive and formal provisions for capital reduction should be distinguished.The effectiveness of capital reduction should be clearly defined when the procedures for capital reduction are flawed,the form of capital reduction resolutions should be improved,and the relevant administrative supporting measures should be improved.