System Of Corporate Personality Independent Study

The corporate personality independence refers to that the corporationindependently enjoys the capacity as a subject, namely the corporation is theindependent legal entity from its members. The corporate personality possessesindependent name,intention,property. It is allowed on own name to prosecuteand respond to action, and undertakes the independent responsibility with its allproperty to the corporate debt. The corporate independent personality and theshareholder's limited liability is the cornerstone of modem corporation system.The shareholder's limited liability refers to that the corporate externalresponsibility is limited to the amount of subscribed capital, that the corporate bearsthe unlimited liability by its complete property externally. However, the reality of thecorporate personality system is out of touch with its purpose in the process ofconcrete application, namely the shareholder abuses the corporate independentpersonality and limited liability. In order to realize personal maximum benefits, theshareholders use the corporate personality system as a tool to evade the debt, dodgedthe infiingement responsibility and consequently harmed the value of the corporatepersonality system.On January 1, 2006, the newly revised corporate law principally stipulates thedenial of corporate personality for the first time. But the purpose of establishing thedenial of corporate personality system is not to deny the corporate personalityindependence, on the contrary, it is for the better maintenance of the corporatepersonality independence system, for its better existence and function. This articlehas produced its own explanations on how to better applicate the principle and howto balance the relation of the two.This article altogether is divided into five parts as follows:The first chapter has carried on elaboration to the concept of the corporatepersonality system and its origin. At first, it makes a brief review to the origin of thecorporate personality system, namely carries on the evaluation from the legal personsystem, personality theory and the modem corporate, thus draws out the concept ofthe corporate personality system: The corporate personality system is thecombination of legal person, personality and the corporate. Next, emphatically narrates and comments the four theories as the basis of the corporate personality:The theory of legal fiction; the theory of legal denial; the theory of legal sequence;the theory of legal reality.The second chapter narrates and comments the basic characteristic of thecorporate personality system, has mainly summarizes four points: first, the corporatepersonality and the member's personality are mutually independent; second,corporation has independent legal capacity and disposing capacity. The articlepromulgates the profound connotation of the corporate personality system by theabove elaboration of the characteristics.The third chapter is elaboration on the unique value of the corporate personalitysystem. The production and the establishment of any legal system all has the certainvalue orientation, the corporate personality system is no exception. To some extent,it is one kind of the social technology bearing specific value goal. This articlepromulgates the huge progressive significance of the corporate personality systemthrough its economic efficiency value and the fair just value.The fourth chapter elaborates the relation between the denial of the corporatepersonality and the corporate personality independence. This article then elaboratesthe two great values of the legal principle of corporate personality denial. Finally;this article has discussed the relations between the corporate personality denial andthe corporate personality independence. Therefore, the system of corporatepersonality denial is the essential supplement of the corporate personality system.The fifth chapter introduces our country's corporate personality system. Firstly,the article introduces the related stipulations of our country's corporate personalitysystem in the "General provisions of the civil law" and "Corporate Law", makes abrief review and the evaluation to our country's related judicial practice of corporatepersonality denial. The second part of this chapter is the creativeness of the article,emphatically elaborates on how to balance the relation between full respect of thecorporate personality and application of the corporate personality denial. Finally thisarticle also gives some suggestions on the necessary construction of laws andregulations of the application of corporate personality denial system...