Research On The Protection Of Creditor’s Interests In Corporate Capital Reduction

As one of the vital subjects in commercial activities,increasing or decreasing the registered capital of the company in the course of operation is inevitable during the changes in operating conditions and operating scale.When the debtor corporation reduce its registered capital,the company may have the following behaviors such as failing to notify or omitting to notify creditors of the capital reduction,or not to provide guarantee for creditors or pay off their debts in advance,or not to prepare the balance sheet and inventory of assets.Those behaviors cause damage to creditors.Due to lack of relevant legal basis,creditors do not have a clear and specific way of relief.At this time,the court often fails to balance the interests of the creditors,the debtors,and the company due to excessive discretion when dealing with relevant issues.Based on the practical cases,this paper analyzes the different judgments of the company’s illegal capital reduction and the ways for creditors to seek relief in similar cases.The main performance is: First,how to define the scope of creditors? Second,what is the relationship between direct notice and announcement notice? Third,when the company reduces capital improperly,whether the shareholders need to take responsibility,and what is the nature of the responsibility?Through the case analysis and scholars’ literature,several views on the above issues are summed up.There are three viewpoints about the effectiveness of the resolution of reduction of capital in the academic circle: "valid theory","invalid theory" and "partially effective theory".As for the performance of notification obligation,some people believe that it should be performed by shareholders,while others believe that it should be performed by directors and senior executives.In practice,most of the legal provisions such as "withdrawal of capital contribution","failure to contribute or fully fulfill the obligation of capital contribution" and "joint infringement" are applied by analogy to the liability of shareholders.Combining with foreign legal provisions on creditor benefit protection when the company reduces capital,i put forward some suggestions about protection of the creditors when the company reduces capital that suitable for China’s national conditions:defining the scope of creditors,perfecting the information publicity system,perfecting the responsibility system,executive officers,directors,shareholders and establishing creditors’ rights relief system.