On Property Liability Of Enterprise As A Person

It is important to property liability of an enterprise and its member whether it enjoys corporate personality . This decided by the judge and choice of value from positive law. Under a certain social condition, positive law decides which enterprise should be given corporate personality . It is not perfect for corporate personality and its property liability of Chinese civil law . This paper studys some legislative and real problems from corporate personality and its property liability of an enterprise . It proposes some ideas to perfect the statute of Chinese legal person from the material provision.There are five chapters in this thesis ,and about 50 thousand words.Chapter one:Corporate personality and liability of an enterprise as a person.Personality is the qualification as a subject of civil relation . A legal person is a group with juridical personality in private law . It is completely separate for property and personality between an enterprise as a person and its investor . A legal person enjoy the ownership of its property . An enterprise as a person bears civil liability with its own property . Corporate members bear no civil liability for a legal person.Chapter two:Independent liability of an enterprise as a person.Legal person's independent liability includes four points: (1) It is independent liability among different enterprise as a person ; (2) It is independent liability between an enterprise as a person and corporate members (3) It is independent liability between anenterprise as a person and its manager or worker ; (4) Enterprise as a person has the qualification of bankruptcy . A legal person bears civil liability with its own property and not with its registered capital . The types of legal person's civil liability are mainly liability for breach of contract and liability for tort . The ways for bearing civil liability of legal person are mainly damages . liquidated damages and forced performance .Chapter three:limited liability of corporate member.The limited liability of corporate member decides the independent liability of legal person .Corporate member only bear liability for the debt of legal person within investment. The limited liability of corporate member founds on really performing investment obligation.lt is only corporate member who bear liability for enterprise as a person outside business entity.Chapter founThe exception application of independent liability of an enterprise as a person. In the statute of legal person , it has folly thought the benefit balance between investor and creditor group . A legal person must enjoy independent property . property right .mental capacity and interest in the statute . The state will apply public right to deny corporate personality if investor abuse corporate personality and limited liability . This sanction forces investors of abusing corporate personality to bear unlimited liability and compensates the creditor .It is manifest that the independent juridical status of organs of legal person in the contemporary statute of enterprise law . Organs of legal person only bear liability for legal person itself. The organs of legal person exercise power independently and fully safe guard rights and interests of business entity abiding by the law and articles of legal person . It is the best way for protecting rights and interests of investor and creditor . Enterprise law aggravates the liability while it extends the function and power of organs of legal person.Chapter five:The perfection of property liability of enterprise as a person.lt is not completely arbitrary creation that breaking off objective factor for independent liability of business entity . Business entity's independent personality and liability are based on their objective factors . This paper proposes that Chinese statute ofliability of enterprise as a person should be perfected in three point , at the same time ,refering to foreign advanced legal system and absorbing theoretical achievements of Chinese experts : (1) Legal person should really enjoy ownership of its property by making laws that include strict independent property institution of legal person ; (2) The independent intention of legal person should only come from organs of legal person by making laws that give independent legal status to organs of legal person ;(3)Statute expressly provide the circumstances that no application of independent liability of legal person.