Corporate Personality To Deny The Application Of The System

Disregard of corporate personality system is established by western countries to deal with the "company problems" which result from shareholders' abusing independent corporate personality and limited liability system. Now it has already become one important part of company system of many countries. This thesis adopts study method such as comparison method, value analyzing method , example analyzing method etc. to probe into the application of disregard of corporate personality system. The study has a practical significance on the establishment and application of disregard of corporate personality in China.This thesis consists of four parts:In part one, the connotation, characteristics, differences with other relevant conceptions, theory basis and the value of the application of disregard of corporate personality are analyzed. The limited liability of shareholders is the cornerstone of modern corporate law. It constitutes the two important pillars for the company system with independent corporate personality. Limited liability system helps to motivate the development of social economy, but its weakness has also been exposed: it lays emphasis on protecting shareholder' benefits, and neglects of protecting creditor and social public interests. This destroys the balance of the interests between shareholders and creditors. Every law system must strictly obey fairness and justice. Therefore, the law must break the limitation of limited liability to correct the deviation of limited liability system during development. In judicial practice, a court may lift corporate veil to disregard corporate personality and demands shareholders behind company to undertake responsibility directly to company's debts if the shareholders have abused corporate personality. This measure is so-called disregard of corporate personality system. This system has following characteristics: The application premise of this system is that the corporate has already gained independent personality; it is only applied to a specific law case, and the validity of the disregard corporate personality is transient and relative, a typical one case disregard. This system has following worth aim: it reflects law's pursue for fairness and justice in essence; It can compensate creditor's loss resulting from abuse of corporate personality system ; it protects the company creditor and social public interests; it is a kind of profitable compensation forindependent corporate personality and shareholder limited liability system.Part two is about the application of disregard of corporate personality in foreign countries. By investigating and comparing the application of disregard of corporate personality in U. S., Britain, German and Japan, China may draw on the experience as followings: on one side , the applicable scope of this system should be strictly limited in order not to be abused. On the other side, the application of disregard of corporate personality should be regarded as an exception, the court should try its best not to lift corporate veil if problems can be resolved according to other relevant law.Part three is the study on the concrete application of disregard of corporate personality system. The author summarizes the applicable conditions, applicable main occasions and applicable law efficacy of disregard of corporate personality system. Its' applicable conditions are: the company is not only set up legally and effectively, but also has already obtained independent personality; the person who abuses corporate personality has a dominate power on the company; the company's shareholder must have abused company's personality objectively; shareholder's abusing corporate personality act must have objectively damaged creditor's and social public benefits; there is direct cause- and -effect relationship between shareholder's abusing corporate personality act and the damaged creditor's benefits. The above are only general applicable conditions for disregard of corporate personality system. In practice, court often adjudicates each case in the light of...