| The Company Law of PRC established the rules of disregard of corporate personality, which is considered a great achievement. However, the author thinks that the big issue of rules of deny company personality which was established by Company Law is that adhere to the principle of abusing "the independent status of legal person" and "the shareholder’s limited liabilities", which makes the application of corporation personality denial is limited to money relationship between creditors and debtors. In the judicial practice in the field of comparative law, the scope of the disregard of corporate personality is not only limited in preventing the shareholders from abuse of limited liability principle, but also apply in shareholders abuse the corporate independent personality, evading the obligation of prohibition on business competition and evading the exclusive supply contracts and other circumstances. Disregard of corporate personality has its necessity and demand in those areas. In this paper, the author will discuss the suitable situation of denying corporation personality from the aspect of evading legal obligations.This article is divided into five parts. Discussing the evading legal obligations as the suitable situations of corporation personality denial gradually.First part of this article will describe the main object firstly, which means evading legal obligations that impair public interests or make the obliges suffering unfair damage should be adjusted to the rules of Piercing the Corporate Veil. Secondly, analyzing the legal basis of deny company personality from the perspective of comparative law. Holding the opinion that the deny company personality in China adopt the theory of "abusing the corporation personality". Thirdly, Made an in-depth analysis of the history and the value of the corporate personality system and limited liability system, the author thinks that both the two system has its own value, which means shareholders abusing the corporate personality or abusing the limited liability have different forms of damage. It is not reasonable that abusing the two conditions. Fourthly, analyzing the value of evade legal obligations as the suitable situations of deny company personality in positive and negative aspects.The second part of the article will classify the situations of abusing the evading the legal obligations. The author has reviewed a large number of comparative law case, classify them by evading statutory obligations and evading contractual duty. Further more, evading the statutory obligations could be classified in gaining profit and avoiding loss. And evading the contractual duty could be classified in the the act or omission obligation by shareholders or companies. Thirdly, discuss the significance of cases by comparative perspective.The third part of the article will analyze the key factors adopted of deny company personality by evading legal obligations. First of all, holding the opinion that both the scope of applying subject and the liability subject elements should be extended. That means creditors; government and labor unions may have the qualification of being the plaintiff. Meanwhile the sister company and affiliated company, the actual controller and even the company itself can be regarded as liability subject. Secondly, discuss the subjective element of denying the company personality. Consider that define of "abuse" should adopt the theory of "objectivism". Define "abuse" in timing should consider the dangerous act when could be perceived. Thirdly, discuss the behavior elements of deny company personality. The author establishes the structure of "two level". That means in the first level, the conflating legal personality of corporation or excessive control should be considered. Then, analyze define of both of the two factors. In the second level, should affirm avoiding legal obligations factors; Fourthly, damage of public interests and unfairly harm of others should be regarded as the damage element.The fourth part of the article will discuss the legal consequence of evading legal obligations as the suitable situations of denying corporation personality. The author thinks that the non-pecuniary accountability should also be regarded as the accountability of denying company personality. Secondly, the distribution of responsibility should adopt the theory of "joint and several liability".The fifth part of the article will provide the improvement suggestions of denying company personality. Firstly, analyze the opinions by Chinese scholars of the principles of evidence responsibility. Holding the opinion that the doughtiness model of evidence responsibility should accept the theory as the fundamental principles, which means changing burden of proof to change relevant methods to rely on deposition. The inversion of burden of proof should be regarded as supplementary. Secondly, the principle of wariness in denying company personality should be established. |
