Empirical Study On The Reverse Denial Of One-man Company Legal Personality

Legal person’s personality denial is divided into positive denial and reverse denial in jurisprudence,which refers to the fact that the law uses the control power of the company to the company’s shareholders,transfers the property to evade the debt,harms the interests of the company,misuses the limited liability of shareholders and the personality of the company,and negates the independent personality of the company in a certain legal relationship.Break the boundary between corporate personality and shareholder personality,so that shareholders bear joint and several liability for the company’s debts.Reverse denial refers to when shareholders transfer personal property to the company or other companies under their control in order to evade personal debt,shareholder creditors demand that the company’s independent personality be denied and that the company’s property be held liable for shareholder debt.Reverse denial in theory is divided into external people reverse denial and insider denial,this article only discusses external people reverse denial.Reverse denial in theory is divided into external people reverse denial and insider denial,this article only discusses external people reverse denial.The purpose of the system of corporate personality denial is to correct the behavior of shareholders abusing limitedliability and the independent status of the company,and to balance the interests of all parties in order to realize substantive justice.The 20 th article of the current company law of our country establishes the system of corporate personality denial,and upholds the interests of the creditors of the company by allowing shareholders to bear joint and several liability for the company’s debts.However,in practice,it is common for shareholders to harm the interests of shareholders by transferring personal property to the company,but the company law does not specify this,which leads to different standards of court decisions in various localities.From the legal point of view,reverse denial is actually the proper meaning of corporate personality denial,and cannot be replaced by other systems.From the practice,it is most common for one-man company to mix shareholder and company property because of personality mixing and over-control,and then to harm the interests of shareholder creditors,if there is no uniform standard to regulate it,it will make the society more distrustful of one-man company,not conducive to the advantages of one-man company flexible and efficient,At the same time,it will reduce the stability and predictability of the law and damage the judicial authority.By studying the cases of the reverse denial of a person’s corporate personality that have occurred since 2008,this paper analyzes in detail the judgment ideas of the judge and classifies and sums up the reasons and legal basis of the referee.The author finds that in practice,the court is more cautious about the application of reverse denial than positive denial,and adopts the standard of the 15 th number of the Supreme Court,and determines whether the company should bear joint and several liability on the grounds of whether it constitutes personal mixing,and the legal basis is more "by reference to the application of article 20 th,63 of the company law" or "To reason." In the face of the growing needs of shareholder creditors in practice,the author thinks that the rule of reverse denial of corporate personality should be explicitly recognized in law,and the main points of adjudication should be summed up by issuing guidance cases.This article is mainly divided into four chapters.The first chapter mainlyexpounds the relationship between the positive denial of legal person’s personality and the reverse denial,and introduces several viewpoints of domestic scholars on the reverse denial of legal personality,and analyzes that the system of reverse denial is the proper meaning of the legal personality denial system,and it is irreplaceable in our country.The second chapter analyzes the institutional advantages of a one-man company,as well as the characteristics of a one-person company because of the lack of community and easy to conflict with the relevant subjects,and concludes that the reverse denial system plays an irreplaceable role in curbing the abuse of limited liability by shareholders of a one-man company.The third chapter shows the judgment of the case of one person’s corporate personality denial in recent years through the way of empirical research,from the case distribution,the number of cases,the denial rate,the reason of the judgment,the legal basis,the distribution of the burden of proof and so on,summed up the relevant cases of the referee thinking and the judicial status quo.The fourth chapter gives the legislative suggestion according to the theory and the empirical research situation,that is,the combination of legislation and guidance cases can better deal with the complex and changeable problem of reverse denial of one-man company in practice.