On Denial System

Company is the most important operation body of the market economy; the company legal person system and independent personality and shareholders' limited liability principle endowed to the company by the system greatly stimulated the enthusiasm of the investors and promoted the development of economy. This system has the unique advantages in quickly assembling funds, effectively controlling the capital, reducing the investment risk and realizing the profit maximization etc., so it developed very quickly in the worldwide. However, the advantageous position of the shareholders will necessarily cause the danger that shareholders (the holding senior partner)would mix their own intention to the company performance; in order to realize the maximization of profit, the holding shareholders will take advantage of their financial contribution right and the advantageous position in the company by all means, take up various activities of abusing the company personality and damage the creditors' benefit of the company to realize the aim of transferring the cost created from the risk operation. With the rapid development of the economy, the various company problems with regularity in the marketing business caused by the company legal person personality system has exposed day by day and is increasing rapidly. But we can't deny it for this; the only feasible method is to find out the system that can effectively restrict the abuse of original one under the condition of maintaining the system. This system is the disregard of corporate personality system.This system means the legal system of denying the company personality and shareholders' limited liability of the special legal relationship under the precondition of acknowledging the company personality and directly looking into the responsibility of the members of the company. This system originated from American in late 19 century, was popular in Britain and Germany in early 20 century and was implemented in Japanin1950s. It effectively realized the correctional fair and pushed forward the development of the company system by remedying the negative effect created in the operation of companies law personality system.The disregard of corporate personality system hasn't been confirmed by the law in our country, but many abusing company personality activities existed in the actual economic life; the problem of laggardness of legislation is very serious. In order to solve the outstanding problems related to the abusing legal personality and make the shareholders who abused the company legal personality undertake the responsibility directly, the national several normative documents have to breakthrough the principle of limited liability from the aspects of clearing debts and protecting the creditors and according to theory of acting for fulfilling the debts in law of obligation. These regulations, however, only absorbed some reasonable theory in the disregard of corporate personality system and have essential differences with the system. The judges have to adjudicate according to their understanding to the theory and law skills due to there are no the clear regulations about these problems so that it damaged the unified justice around the country and ultimately can not realize fair and justice the law has always pursued. Based on this condition, this paper elementarily discussed the disregard of corporate personality system, comprehensively analyzed the necessity and possibility of establishing this system, mainly probed into applicability, a weak link that urgently need to solve in the practice, and put forward the advice in term of the establishment of the companies law personality repudiating system The tenet is to promote the establishment of the disregard of corporate personality system, and put forward the advice about how to apply the theory to the judicial practice to solve the problem in the actual life.