Research On The Company Creditor’s Right To Claim For Supplement Compensation

Article 13,paragraph 2,of the Judicial Interpretation of Company Law stipulates that the creditor of the company has the right to claim compensation for the shareholders who have not fulfilled or fully fulfilled the obligation to pay the capital,and provides a legal basis for the creditors to protect their legitimate rights and interests.Even in the context of the shareholder’s contribution to the subscription system,the judicial interpretation retains the system,which indicates that the legislator believes that the provision is generally compatible with the subscription system.the company’s creditors are given the right to directly request compensation from shareholders without denying the corporate personality.However,under the general environment of capital subscription system,the protection of creditors’ interests is weakened.Therefore,from the perspective of protecting the rights and interests of creditors,the importance of this regulation is more prominent.There is no uniform standard for the legal basis of the claim right in the academic circle.The law does not stipulate the relevant requirements for the exercise of the claim right,which leads to conflicting judgments in judicial practice.To solve these problems,we should first determine the legal basis of this claim right,and then analyze the various elements of the exercise of rights,and reasonably interpret the law to further clarify the problem so that we can balance the creditors and the non-fulfilling shareholders.The interests of the company can also avoid confusion caused by the application of the law.The academic community has a variety of views on the nature of creditors’ right to claim compensation from shareholders who have not fulfilled their capital contribution obligations,and each view has its own merits and deficiencies.Through comparative analysis,the theory of subrogation is more reasonable.Based on the theory of subrogation,through further analysis of the exercise requirements of this claim,the provisions of the unclear and controversial provisions are interpreted,including the definition of the scope of "unfulfilled or not fully fulfilled the capital contribution obligation".The company’s debt cannot be liquidated,and the identification of the standard and the subrogation of the civil law are "transplanted" into the company law to change the corresponding requirements.Finally,in order to ensure the creditor’s right to supplement the claim for compensation,the article puts forward relevant supporting safeguard measures.