Research On The Reverse Corporate Personality Denial System

The emergence of the company system has effectively stimulated market vitality and promoted rapid economic and social development.The independence of legal personality independence and the limited liability for shareholder,as the two cornerstones of the development of the company system,have played an indispensable role.However,with the continued use of the system and the development of the economy,it has created a situation that becomes inconsistent with the original intention of the establishment of the system,and the system was even abused in order to maliciously evade debt.For this reason,in 2005,China revised the "Company Law" and introduced the corporate personality denial system as a post-event remedy to correct the alienation of the corporate personality system.In practice,people often pay more attention to the protection of the company’s creditors as the plaintiffs.In cases where company shareholders abuse the legal personality independence system and the limited liability system of shareholders to avoid company debts,Article 20,paragraphs 3 and Article 63 of the Company Law can be applied.The provisions of Article 63 break through the limitation that shareholders do not assume liability for the company’s debts and exceptionally impose joint and several liabilities.The shareholder’s creditor is suspicious of the shareholder’s abuse of their rights to maliciously transfer their assets to the company and file a lawsuit requesting the company to bear joint and several liability for shareholder debts.In view of this,this article will focus on exploring the reverse corporate legal personality denial system for the protection of shareholder’s creditors’ interests,combined with the latest “Meeting Minutes of Civil and Commercial Trial Work Conference of the National Court”(hereinafter referred to as “Minutes of Conference”)and Several Provisions of the Supreme People’s Court on Evidence in Civil Proceedings(hereinafter referred to as "Certain Provisions on Civil Evidence"),and will make several suggestions on the judicial practice of the company’s legal personality denial system.This article first starts with the concept of the corporate personality denial system,and then proposes the concept of the reverse corporate personality denial system,and then makes a comparative analysis of the positive and reverse corporate personality denial systems,drawing the connection and difference.Secondly,it analyzes the necessity of the reverse corporate personality denial system based on China’s judicial practice and China’s existing system.Then,based on the fundamental of reverse denial,the principle basis of corporate personality denial of reverse company is summarized.This article then analyzes the feasibility in the specific application process,putting forward the conflict of interest between the shareholders’ creditors and the company’s creditors and non-faulting shareholders,and seek to resolve the mechanism to the extent possible.Finally,from the perspective of the construction of the negative corporate legal personality denial system,combined with the "Minutes of Conference" to the constituent elements of the positive corporate legal personality denial and the type of behavior,this article proposes the reverse application of the system,aiming at the differences from the positive denial system.Starting from the four aspects of requirements for the subject,subjective requirements,result requirements and causal relationship requirements,a systematic analysis of reverse denials is made in all aspects;combined with the latest concept of the burden of proof distribution in the "Certain Provisions on Civil Evidence",the corresponding proof responsibility and Proof standards;In specific applications,classify the types of companies and debts that are applicable,expecting to be beneficial for the future practice of the reverse corporate legal personality denial system.