Abstract: Exchange of creditor’s rights for stockholder’s rights is one form of credit subscribed capital. New company law has revised the category of contributed capital and broadened contribution forms，but it is still ambiguous about credit subscribed capital, especially for exchange of creditor’s rights for stockholder’s rights. Though there are some obstacles in practice for exchange of creditor’s rights for stockholder’s rights, it is feasible to guarantee the realization of obligee’s rights by perfecting the relevant regulations. The main amendments should include the suitable standard question, related review and the protection for interests-man.