On Theory And Lawsuit Practice Of The System Disregard Of Corporate Personality

The shareholders' limited liability creates the conditions for the independent personality of company law, which makes the company has the independent personality and limited liability company quickly become the mainstream of the company and the shareholders hide behind in the company. However, excessive emphasis on the company's independent status and the shareholders' limited liabilities make some shareholders use the form of the company and damage the interests of the creditors. The company has missed the form and the creditors can't ask for their capital, but the shareholders escapes their responsibility and get huge interests. As a result, the interests of shareholders and creditors lost balance. To realize the fair and justice, the system of the disregard of corporate personality was established in British and American countries in the case, which was regarded as the complement and limit for the company independent personality and the shareholders'limited liability and also become an important part of the company law around the world.But, the shareholders' limited liability is the foundation of the system of the company, and the disregard of corporate personality inevitably impacts the system. Only when the shareholders abuse independent status of legal person or the shareholders' limited liability and serious damage is made to the creditors and the creditors cannot achieve debt interest through the common interest law, the system is applicable in this situation. Therefore, the system of the disregard of corporate personality has strict request in its components and application situation, which aims to let the system doesn't damage the company law both independent personality and shareholders' limited liability and realize the balance of creditors' and shareholders' interest and the justice of law. This thesis discusses the development of the company, the formation of the limited liability company and independent personality, and analyzes the limited liability to the basic role of company system and through discussing the influence of limited liability for creditors, the legal basis, components of the disregard of corporate personality, hoping to have a deep knowledge about the system. Through the study of the applicable condition of the disregard of corporate personality, the major problems in the litigation procedure, and the system of proof properties, this thesis emphases the strict application of the disregard of corporate personality and is against making the principle mysterious so as to not damage the shareholders' limited liability and can achieve punishing the behavior of abusing the independent status and shareholders' limited liability and maintain the benefit of creditors.