The Application Of The Theory Of Company Law Personality Denial System In Our Country

Disregard of Corporate Personality derives from America,where this system iscalled "Piercing the Corporate Veil”,at the end of19th century. Through thedevelopment of theory and judicial practice for one century, this system has been widelyadopted and confirmed. From the perspective of the essence,Disregard of CorporatePersonality is the supplement and maintenance of the principle of corporate personalityand limited shareholder liability. If the shareholders abuse the corporate independence,the court may momentarily and conditionally pierce the corporate veil in concrete case.Through this way,the shareholders, who hide themselves behind corporation, willundertake the direct responsibility. This system aims at protecting the interest ofcreditors of the company,adjusting the unbalanced interest system, and finally achievingfair and just. It is obvious that disregard of corporate personality plays a very importantrole in protecting corporate system and balancing shareholders’ interest and creditors’interest. This is the reason that why the system of Disregard of Corporate Personalitygets continuous development in most countries.In our country in2005revised the Company Law, the bold introduction ofCompany Law Personality Denial System, but only make the principle rules. The worldrarely make specific provisions on the system in the form of statute law, basically is torely on the judge in the specific case rely on the conscience of justice to determine howto apply the system. And China’s current research also sees more deeply in the system,but there are still incomplete legal norms and practices using fewer defects, difficult toachieve the effect of Company Law Personality Denial System should have. In order tomake the Company Law Personality Denial System can be effectively run in ourcountry, the system has yet to be further studied and discussed.So the paper first discusses has Corporation Personality Denied System oflegislation status, specified in2014new Corporation Modify Hou on CorporationPersonality Denied System applies of effects; second on China currently Corporationapplies status for comments on, in certainly its progress of while, pointed out that existsof as applies range narrow, and applies elements not specification, and applies case notspecific, and in program in the suitable exists larger controversy, problem, and these arecaused has China applies Corporation Personality Denied System of dilemma And thenthe countries of Common Law and Civil Law systems typical disregard for in-depth analysis, comparative analysis of the two legal systems after analysis of the similaritiesand differences in personality, according to China’s national conditions and puts myPersonality Denial System should clearly apply conditions and scope of strict norms,widening the field of application, strengthening judicial precedents guiding functionreference And according to relevant laws and regulations of China’s Company LawPersonality Denying System further discussion on two problems in the different linksand to put forward a proposal. Which, in entity method field in, focuses on stressedbreakthrough traditional range applies Corporation Personality Denied System, and triesto specific refinement applies Corporation Personality Denied of constitute elementsand applies case, on which fuzzy of concept and standard for defined; in programmethod field, on currently this class case proof responsibility distribution problemproposed personal recommends, while discussion has the system in executive programand bankruptcy program in the of applies problem. These Suggestions will help ourcountry Company Law Personality Denial System in theory and in practice graduallyimproved。...