Research On Legal Issues Of Disputes Over Capital Reduction Of Companies

The reduction of capital is an important matter in the company’s business activities,and also a key link in the capital operation,which is related to the company’s ability to conduct normal operations and responsibility.With the development and improvement of China’s capital market,the corporate capital reduction system is becoming increasingly important.However,the current provisions on capital reduction in the the Company Law of the People’s Republic of China(hereinafter referred to as the Company Law of the China)are relatively rough,leading to many disputes and theoretical debates on capital reduction in companies.In particular,the company’s capital contribution system has been changed from a paid-in system to a subscription system,and the logic of thinking about the company’s capital contribution system has undergone a dramatic change.This has also deepened the separation of company capital and assets,making it more difficult for the originally rough company capital reduction system to adapt to the rapidly developing market economic situation.Based on this,this paper starts with the judicial practice of capital reduction in China,combines the specific problems existing in the legislation and judicial practice of capital reduction of companies,and combs the problems existing in the system of capital reduction of companies in China by reading the relevant documents of capital reduction of companies and analyzing the cases of capital reduction disputes;At the same time,it is expected to provide some suggestions for the improvement of the corporate capital reduction system in China by referring to the foreign corporate capital reduction legislation and the creditor protection system.The first chapter of this paper sorts out the disputes over capital reduction of Chinese companies based on the search,screening,reading and analysis of the disputes over capital reduction of Chinese companies.Summarize the main legal issues in the disputes over corporate capital reduction in China,and from the perspective of legal practice,mainly analyze the time and space distribution of the court’s judgments,the main points of view and the basis of judgments.This will lay a foundation for the following discussion of the company’s capital reduction disputes.In the second chapter,under the previous case analysis,we will analyze the disputes that are relatively common in the theoretical circles and judicial practice of Chinese companies,that is,the reasons for the reduction of capital,the distinction between the types of capital reduction,the definition of the effect of capital reduction,and the assumption of liability for illegal impairment.Through the analysis of the above major issues,combined with judicial practice cases and relevant theories,this paper compares and integrates the views,and tries to find reasonable suggestions for China’s corporate capital reduction system.The third chapter is based on the legislative norms and legal basis of corporate capital reduction in China,summarizing and reflecting on the legal issues of corporate capital reduction in China.At present,the legislative norms for reducing corporate capital in China need to be improved.From the perspective of judicial decisions,the number of disputes over corporate capital has increased year by year.There are also many controversial issues in corporate capital reduction disputes,mainly focusing on such issues as the determination of the effectiveness of illegal capital reduction,the basis for illegal impairment liability,and creditor’s rights protection and relief measures.In the context of the revision of the "Company Law",this article explores the legal basis and legislative norms for the regulation of corporate capital reduction in China,hoping to provide a modest contribution to the improvement of the corporate capital reduction system in China.The fourth chapter provides suggestions for improving the corporate capital reduction system in China.Firstly,a company’s capital reduction should distinguish between substantial and formal capital reductions in order to improve its operational efficiency and strengthen its autonomy.Secondly,disputes often arise during the process of capital reduction due to the opacity of capital reduction information.Therefore,it is necessary to strengthen the disclosure and supervision of capital reduction information to reduce and prevent the occurrence of illegal capital reduction activities.Third,because China does not have creditors’ right of action for capital reduction,creditors often cannot obtain effective relief due to the lack of relief measures in the face of disputes over corporate capital reduction.Therefore,it may be considered to introduce creditors’ right of action for capital reduction.Finally,under the modern corporate property rights system,ownership and management rights are separated,and shareholders generally do not directly participate in corporate governance.Company directors and senior managers should assume more responsibility.