The Construction Of The Outsider Reverse Piercing The Corporate Veil In China

The birth of modern company system is another great institution innovation in human society.On the one hand,it has greatly promoted the rapid development of economy,and on the other hand,it has gradually revealed many problems.The disregard of corporate personality and shareholder'slimited liability system in our country's company law system greatly encourage the investors' enthusiasm,increase the possibility of corporate finance,further stimulate the activity of market economy.However,the complex and diverse problems in the process of rapid economical development are also common,such as,shareholders abusing the disregard of corporate personality to achieve their own illegal purposes.The Company Law has passed doctrine of 20 and 63 officially confirmed the disregard of corporate personality in China in 2005,by denying company's independent personality to make company's malicious shareholders are jointly and severally liable with the company's common external debt.And for the phenomenon of shareholders illegally transferred assets to the company to escape their debt,the existing law has no clear provisions,so it can't provide reasonable legal protection for shareholders' creditors.To prevent these problems make bad influence on economy,some scholars are trying to study relevent legal system.Just on that time,the Reverse Piercing the Corporate Veil theory of Amecica comes into their's minds.Because this theory has made good performance in America's judicial practice,it speeds up the efficiency when they ues it to solve problems,it break the limitation of Corporate Institution,it also keep all the parties in fair stage.So we can learn their advantages of this theory to solve economical problems in China.This research uses the literature material method,comparative analysis,historical analysis,case analysis and other research methods,to analyze the theory and system of the Outsider Reverse Piercing the Corporate Veil.We find the theory is not that thorough in China,for bona fide shareholders' s protection,the protection mechanism of company creditors,the scope of the responsibility that company should assumed liabilities to the shareholders' debt,the details of component,the distribution of burden of proof and other issues,which still need scholars made in-depth research.So far the legal system has been unable to form generally,and relevant judicial practice also in the stage of exploring.This study makes our country's actual situation as a starting point,makes the theory of the Outsiders Reverse Piercing the Corporate Veil as the main line,from the basic theory of the system,practice at home and abroad,the necessity and feasibility of introducing and the construction of this system in china to illustrate.In order to construct the legal system which fits the current legal system in China,to solve the protection of shareholder's creditors,the judges' misunderstandings of traditional piercing the corporate veil,and how to balance the benefits of bona fide shareholders and company's creditors,which reflect the blank of current legal system in China.In order to perfect the legal system and balance interests of all parties,and hopes to play a positive role in constructing the legal system of the Outsider Reverse Piercing the Corporate Veil in China.