Research On Corporate And Shareholder Responsibility Of Couples In China

Couples' company as a new form of company in the developed regions a large number of emergence,the reason is that the establishment of limited liability companies procedures simple,flexible institutions,and can meet the husband and wife with limited assets to reduce investment risk.In 2005,the Companies Act was amended,one of the most notable features of which was the recognition of the special provisions of a limited company,but the Act does not specify the corporate form of couples 'company,nor does it establish a corresponding legal regime for a couples 'company.There is a gap in theory and system.Due to the particularity of the shareholders 'relationship between couples' companys,the high degree of consistency of shareholders' interests,and the lack of effective supervision mechanisms within and outside couples 'company,husband and wife shareholders are likely to use the company to engage in various types of fraud,illegal transactions,and concealment of property to escape debt.For individuals to seek illegal income,there is an abuse of the company's legal personality,husband and wife shareholders use the company's limited liability principle to evade responsibility,thus infringing the interests of creditors.Therefore,in practice,most creditors will deny the legal personality of the husband and wife company by claiming the corporate personality denial system,so that the husband and wife shareholders are jointly and severally liable for the company's debts.The current "Company Law" only deals with the provisions of the corporate personality denial system in Article 20 and Article 63,but the provisions on the determination of shareholders 'responsibilities in the corporate personality denial system are too principle,and there is no provision on the specific circumstances of its application and the form of abuse.There are great difficulties and obstacles in the exercise of the discretionary power of a judge relying solely on his own legal literacy and understanding,and it is impossible to solve the actual problems of such cases that exist in judicial trials.Based on the reasons of denial of corporate personality of couples 'company,the application of denial of corporate personality of husband and wife company and the civil law of our country,the author put forward the principle of denial of corporate personality of couples 'company,which provides areference for judicial trial.The disposition of property determines the ownership and fate of the company's property for the company,and is also a direct manifestation of the responsibility of shareholders.The specific implementation of the responsibilities of the couples' company shareholders: from the independence of the couples 'company property,the joint ownership of the shareholders and the difference between the husband and wife's personal property and the couples ' company property to define the scope of the couples' company property;This paper analyzes the types of joint liability of shareholders for corporate debt due to abuse of corporate personality system.Supplemental collateral? or joint and several liability? The paper also analyzes the property basis of shareholder liability.Through the analysis of popular agency theory,such as the relationship between husband and wife and mutual agency,the relationship between agency theory and corporate personality denial analyzes the consequences of shareholder agency responsibility.When a couples 'company is facing divorce,the relevant judicial interpretation of the Supreme Court only stipulates that one of the spouses is a shareholder of the company,and there is no provision for the situation where both spouses are shareholders of the company,and it is also the situation in which the spouses are agreeing.Therefore,the author has carried on the extension,not only to the husband and wife are the shareholders in the agreement and the non-agreement of the situation,and the husband and wife of the transfer of equity to the third party also carried out a study,and put forward corresponding solutions.The current "Company Law" stipulates that the proof of the company's personality denial system is too general.Article 63 stipulates that if a shareholder of a one-person limited liability company can not prove that the company's property is independent of the shareholder's own property,it shall bear joint and several liabilities for the company's debt."But there is no clear division of the burden of proof.The allocation of the burden of proof for the existence of property of a one-person company is only stipulated,and there is no specific and clear rules for the allocation of the burden of proof for other forms of companies and other situations in which the company exists.Couples companies are a special form of company that appears in the current market economy.Is it based on the usual principle of proof that is,"who advocates who to prove" or "the burden of proof is reversed"? Based on the practice,the author puts forward the principle of liability of shareholders of Couples companies in China.