Application Of The Doctrine Of Disregarding Corporate Personality In One Person Company

Since its emergence in the20th century, one person company has been controversial both in legal academy and in judicial practice due to its challenge to traditional company’s community and its irreplaceable superiority. China’s2005Company Law confirmed the legitimate status of one person company for the first time in legislation and attempts to regulate it by law. The purpose of such legislation is, on the one hand, to encourage investors to expand investment and to create social wealth, on the other hand, to confine one person company’s inherent defects within the law.Besides introduction and conclusion, this thesis consists of five parts discussing the application of disregarding the personality of one person company. Part Ⅰ analyzes its necessity. Part Ⅱ elaborates applicable situations of disregarding the personality in one person company. By analyzing and comparing different rules about disregarding the personality of one person company among those in Britain, the United States, Germany, Japan etc, the author discusses applicable situations of disregarding the personality of one person company in China. Part Ⅲ expounds under what conditions company personality can be disregarded in one person company. Given that there is only general provisions about disregarding the personality of one person company in China’s2005Company Law, it’s necessary to impose certain restrictions on disregarding the personality of one person company in order to prohibit creditors from abusing their rights, which would infringe on interests of one person company’s shareholder. Part IV discusses situations where disregarding the personality of company is prohibited from abusing. Part V discusses positive measures which shareholders could take to avoid creditors’abuse of disregarding the personality of one person company so as to better balance the interests among creditors, shareholders and society. The author will put forward suggestions to improve legislation on this issue.The thesis attempt to introducing the necessity of applying the doctrine of disregarding corporate’s personality by analyzing and comparing different rules to elaborate the application of the doctrine of disregarding corporates’personality in one person company in China.At the same time attempt to put forward the corresponding legislative proposals or judicial measures improve the law.