Study On The Legal Issues Of Shareholders’ Creditor’s Rights Investment Under The Subscription Capital System

The revised "Company Law" was officially promulgated and implemented on March 1,2014,which meant that the registered capital paid-in registration system was changed to the subscribed registration system,and the company’s capital contribution methods were diversified,and debt contributions could also enter the company’s capital field,but The law on the capital contribution of creditor’s rights is rather vague.In the process of realizing capital contribution claims,it is common for debtors to have problems with their commercial credit and ability to pay,resulting in that the claims can only be partially realized or not fully realized,and the formation of bad claims is also more common.When shareholders deliberately capitalize on hopeless claims,or even the debts that are not visible to the debtor,the corresponding part of the creditor’s capital contribution will in fact become false capital,and the company’s capital cannot be enriched.What kind of regulation should be made on the capital contribution of creditor’s rights in order to prevent the company’s property,the reasonable interests of the company’s shareholders and the company’s creditors from being infringed? This is a problem that needs to be solved urgently.And in order to prevent the impact of bad debt capital contribution,in the process of capital contribution,the capital contribution should be standardized internal voting,evaluation and valuation,and debt delivery to ensure the authenticity,legitimacy,validity and sustainability of the capital contribution.This article is mainly divided into five parts to analyze and explain the legal issues of shareholder debt capital contribution under the subscription system.The first part mainly elaborates on the research background and current research situation of creditor’s rights capital contribution,starting from the long-implemented "debt-to-equity swap" in our country.Through the statistics of practical cases,this part concludes that creditor’s rights capital contribution as non-property currency has become a trend in business practice.At the same time,the academic research on creditor’s rights investment has also been carried out from many aspects,such as: the definition of creditor’s rights investment,the construction of creditor’s rights investment procedures,and the establishment of risk prevention and control mechanisms for creditor’s rights investment,etc.The second part is based on the case published by China Judgment Document Network.Through summarizing and summarizing the cases,it is concluded that the current dilemma of the capital contribution of the creditor’s rights is that the type of creditor’s rights used for capital contribution is not clear,the authenticity and legality of the creditor’s rights used for capital contribution are doubtful,the creditor’s rights used for capital contribution have not been evaluated,and the creditor’s rights After the capital contribution cannot be realized,the creditor’s capital contribution is the five aspects of shareholders’ evasion of capital contribution responsibility.The third part studies the significance of the creditor’s capital dilemma to all stakeholders.After the creditor’s rights capital is entered into the company,stakeholders are formed,including the company,promoters or shareholders who have not contributed capital with creditor’s rights,the counterparty of transactions with the company,and the company’s creditors.After investigating the impact of creditor’s rights on all stakeholders,the relevant creditor’s investment system will be improved.The fourth part analyzes the reasons for the dilemma of creditor’s capital contribution.There are three specific reasons,namely,insufficient understanding of the diversified development of my country’s company law,insufficient supporting systems at the legislative level,and conflicting judicial application.This section analyzes each cause in detail.The fifth part puts forward feasible suggestions for the improvement of my country’s creditor’s capital contribution system.Due to the arbitrary,concealed nature of the formation of the creditor’s rights and the uncertainty in the realization process,the creditor’s rights have inherent defects in capital contribution.How to effectively prevent and control the risk of creditor’s equity is the key to creditor’s equity.This section proposes the improvement of the creditor’s rights capital contribution system from the perspectives of the company,creditor investors and creditor’s rights appraisers,and establishes a responsibility system to guarantee the realization of creditor’s rights.This article is the result of the research project of the Ministry of Education for Humanities and Social Sciences(16YJC820030)on the interpretation rules of commercial law.