On The Application And Improvement Of The System Of Disregard Of Corporate Personality

The system of disregard of corporate personality was formally introduced in current《Company Law》in China in 2006, but in current《Company Law》there are only principle provisions, and the rules of substantive elements and procedure standards are unclear, thus the focus of the paper is how to reasonably apply the systems of the independence of corporate personality and shareholders'limited liability and avoid them from destroying. Against the above situations, the paper regards"how to reasonably use and improve corporate personality system"as the purpose, then illustrates the inevitability of the existence of disregard of corporate personality system in the perspective of the value of law and practical demand, and introduces the applicable elements and common cases of the disregard of corporate personality system in China, then proposes advices to improve the legislations.In addition to parts of introduction and conclusion, the paper is divided into four parts:The first part is about"The overview of the disregard of corporate personality system". This part mainly introduces the situations of application and development of the disregard of corporate personality system in the United State,Britain,Germany and Japan, and the situation of current legislations of the disregard of corporate personality system in China, then discusses the content,characteristics and effects of the disregard of corporate personality system.The second part is about"The inevitability of the existence of the disregard of corporate personality system in China". This part mainly analyzes the inevitability of the existence of the disregard of corporate personality system in China in the perspectives of reality factors and the values of law, such as justice and good faith.The third part is about"The construction of the application of the disregard of corporate personality system in China". Because the rules of substantive elements and procedure standards in current《Company Law》are not specific, the paper, according to content,characteristics and the domestic and foreign researches on the applicable elements of the disregard of corporate personality system, puts forward"Four-element"point in four perspectives :Subject,Act,Result and Causation, meanwhile, proposes four common cases of the application of the disregard of corporate personality system. The fourth part is about"The improvement of disregard of corporate personality system in legislations in China". According to the current situations of legislations and applications in China, the paper points out the shortcomings of the disregard of corporate personality system in China, such as unclear nature of shareholders'liability,unsound burden of proof distribution system,the lack of the damages relief system when national interests and public interests are destroyed, then proposes the relevant suggestions against these shortcomings.