The Application Of Corporate Personality Denial System In Bankruptcy Procedure

The corporate personality denial system has been of great significance since it was established in China in 2005.It legally sanctioned shareholders' abuse of the legal personality's independent personality and severely harmed the interests of creditors,thereby seeking a balance between rights and obligations between companies,shareholders and creditors,reflecting the law's pursuit of fairness in society.However,in the judicial practice,there is no clear stipulation on how to apply the corporate personality denial system in bankruptcy proceedings.When an enterprise enters into bankruptcy proceedings because of insolvency,and there are cases where shareholders abuse of legal personality and shareholder limited liability,the creditor's interest is seriously damaged.In this case,how can creditors use the corporate personality denial system to safeguard their rights and interests in bankruptcy proceedings? It is mainly related to the following questions: the subject of lawsuit for the corporate personality denial,the responsibility of the shareholder,and the ownership of the property,the time limit for recovery and how to apply the corporate personality denial system to bankruptcy cases of affiliated enterprises for the relatively special subject for affiliates.To solve the above problems,it is of great significance to standardize the application of the corporate personality denial system in bankruptcy proceedings,and to effectively play the legal person disregarding system and the bankruptcy system to protect the interests of creditors.In addition to the introduction and conclusions,this article is divided into three chapters:The first chapter discusses the relationship between the corporate personality denial and bankruptcy procedure.Although the corporate personality denial system and the bankruptcy procedure have different ways of realizing the adjustment of functions,the purpose of the legislation is to be consistent,they both have the intention of defending the legal person system and the interests of creditors.It is feasible and necessary to apply the system of corporate personality denial in bankruptcy proceedings.The second chapter discusses general rules for the application of corporate personality denial system in bankruptcy proceedings.It is believed that individual creditor,some creditors,all creditors,creditor meetings,and managers have the right to file a complaint concerning the denial of legal personality;The way shareholders who abuse the legal personality take responsibility is mainly to compensate for losses;for all creditors can receive fair compensation,shareholder liability property should be included in the bankruptcy property;for balance of interests,the recovery of shareholder property should be limited to two years after the end of the bankruptcy proceedings.The third chapter discusses the application of corporate personality denial system in bankruptcy cases of affiliated enterprises.It is recommended that substantive consolidation should be carried out when the affiliate's personality is seriously mixed.The principle of substantial consolidation has many successful cases in China's judicial practice.However,due to the lack of uniform rules,judicial operations are still confusing.In the establishment of the system,it is recommended to improve from the following aspects: the subject of merger bankruptcy application,the determination of the jurisdiction of the court,the election of the manager,the sharing of burden of proof,the processing of creditor's rights and debts when affiliates are merged in bankruptcy,the remedy of the objection party,and the applicable restrictions of the substantive merger.