The Study Of The Shareholders' Responsibility Of The Hotchpot Between The Shareholders And Company

With the development of the corporate governance structure of "corporate personality independence" and "Board of centrism",shareholders are not the only controller of a company.The hotchpot between the shareholders and company will cause unjust damage to the company and its creditors.Although our theory of law agree that shareholders should take responsibility when the hotchpot occurs,but China's"Company Law" Article 20 only has defined a principle of independence.Article 63 provided that the shareholders should take responsibility in one-man company.There are many problems in practice such as the difficulties of proof,the standard deficiencies of the "corporate personality denial system" and other problems,especially under the new situation,the newly revised "Law" in the traditional principles of capital caused by the impact,but also on the disregard of corporate personality applicable regime had an impact.For the problem set forth above,the author combined with China's judicial practice,to make specific recommendations for the rationalization.In addition to the introduction and conclusion of this article is divided into four parts:First,the first part is the meaning and the historical development of the property and the company shareholders hotchpot make a brief summary to explain its development and extension in the United States,Japan and other countries in the development of its theory.Then briefly discussed the "corporate personality independence" and the importance of the hotchpot.Secondly,the second part of the property of shareholders and shareholder liability company property while mixing were discussed.Including the "legal personality denial system",known as the common law on "piercing the corporate veil" and tells the eyes and the development of his theory,and "triangle piercing","reverse piercing" and so on.At the same time it discusses the characteristics of shareholder liability,are discussed the composition of the elements,the burden of proof.Again,the third part discusses current theories,although relatively abundant,and in the judicial practice,shareholders' assets with the company assets with common occurrences,and the use of legal personality denial system is very difficult.On the burden of proof,Components start denying the legal personality were discussed,explained the current judicial practice for shareholders and the company's property assets mixed simultaneously present difficulties of proof and denying the legal personality recognized standards too high,resulting in the company and practice their legitimate rights and interests of creditors are not properly protected.Finally,the problem set forth above,the author combined with China's judicial practice,to make specific recommendations for the rationalization.At the same time,improve our law on the "triangle piercing" to compensate for the lack of justice in accordance with the practice.The main aspects include:First of all,we should first clear the criteria for the identification of property to prevent the practice of judicial standards arising from different problems;Secondly,the current civil procedural law of public interest litigation system,through the merger of property shareholders In the end of the burden of proof of the responsibility of the shareholders,through the practice of the burden of proof of the existence of the problem,through the proof of the existence of the burden of proof,Liability inversion and other forms of perfecting the responsibility of the burden of proof system,so that the personality of the system to be better implemented.