Research On The System Of Disregard Of Corporate Personality In External Reverse Company

The legal structure of the company makes shareholders especially the controlling shareholders have the actual control of the company,when the lack of legal constraints,the shareholders are likely to abuse this right,namely shareholders abusing independent corporate personality and limited liability of shareholders will be the investment and the management of risk transfer to external creditors,even for debt and the transfer of assets to shareholders the establishment of the company,its assets in investment or investment transfer to the company name and so on.According to the law on the system arrangement,not only guarantee the effective realization of the external legitimate claims of creditors,and does not affect the stability of ring system,realize the maximization of the market economy,promote,has Become one of the important issues that must be considered in the legislation of company law,also the purpose of this writing.In the first part of this paper to the disregard of corporate personality theory as the foundation,starting from the introduction of the legal principle of the disregard of corporate personality,using the method of comparative research on two kinds of legal personality types through the comparative analysis,it is revealed that in the judicial practice or in the theory of company law,external reverse disregard of corporate personality are more in line with the objective situation in our country,it will be the main research object locked in "external reverse law personality deny".The second part is the further analysis of the three(the creditor’s right of rescission,The system of right of subrogation and enforcement system of equity)and reverse the disregard of corporate personality system is closely related to the pointed out that only in the exhaustion of conventional legal relief measures are still unable to achieve the balance of interests related,can reverse the disregard of corporate personality.It is also pointed out that the external adverse legal person personality denial direct effectiveness with other system cannot be replaced.The Third part separately from the main body,subjective,objective and comprehensive analysis of three aspects of the applicable conditions of reverse of the disregard of corporate personality,clearly mention reverse in disregard of the plaintiff’s "outsider" and the scope of the defendant are defined in detail.Abuse shareholders essentially implementing corporate abuse in the objective aspect(with typical performance:assets and excessive control)and the consequent damage to the external creditors,in the subjective aspect should be based on the subjective way to judge the behavior of people with the intention of avoiding debt.The fourth part discusses the reverse the burden of proof in litigation denied,it points out the application in the specific circumstances of burden of proof and more to safeguard the rights of the external debt.