Study On The Reverse Denial System Of Corporate Personality

The reverse denial system of corporate personality is a breakthrough and supplement to the traditional corporate personality denial system.The corporate personality denial system originated from the Anglo-American law,and it is stipulated in article 20 of the company law of the People’s Republic of China on the positive denial of corporate personality.However with the development of social economy,the abuse of corporate personality in the new situation,such as Shenyang municipal construction engineering co.,LTD.Case 2,Chongqing auspicious real estate co.,LTD and GanJianHua creditors responsibility dispute involving specific judicial instance shareholders transfer to the company debt caused academic discussion.The traditional positive negative system of corporate personality is applicable to the abuse of corporate personality by shareholders to harm the interests of creditors.But this is not the whole story of shareholder abuse of corporate personality.At some point,shareholders will transfer their debts to the company and reduce their personal assets to escape the debt.At this time,the traditional personality denial system cannot solve this kind of problem,and the lag of legislation makes many courts hesitate when facing cases related to the reverse denial system.Therefore,in the face of the demand of judicial practice,it is necessary to analyze and frame the reverse denial system,so as to provide a reference for our legislation.In the academic circle,the traditional positive denial system of corporate personality has been affirmed by most experts and scholars.Some scholars also try to supplement the positive denial system through the reverse denial system of corporate personality,so as to achieve the purpose of standardizing judges’judgment standards and enhancing the predictability of law.It is not difficult to find that these studies are on the basis of the positive denial system,through the analysis of the subject requirements,the behavior requirements and the outcome requirements to explain the reverse denial.However,there are essential differences between the reverse denial system and the positive denial system in the application conditions and scope.Is it reasonable to explain the reverse denial system by the constitution of the positive denial system?What is the difference between the reverse denial system and the positive denial system?This article is based on the reverse,denial system analysis of the constitutive requirements and applicable model,reference but not limited to positive denial system architecture,and through the analysis of the case outside of way,the development history and trend of other countries’ system of reverse denied,hope to draw useful opinions and Suggestions of practice in our country,hoping to build to the reverse denial system of legislation of our country provide certain benefit.This paper is divided into five parts:The first part is "cases introduction",by comparing the Shenyang Erjian company v Huitian and GanJianHua v Chongqing auspicious building,analysis to the problem of reverse design company legal person personality denial on the fact that and applicable law in the judicial referee question,and a brief introduction to similar cases in our country exists in the judicial application of law to trouble,lead to problems in the system of our country’s need to establish reverse of corporate personality to deny.The second part is "overview of reverse denial of corporate personality",which summarizes the reverse denial system of corporate personality,including the connotation and definition of the reverse denial system,and distinguishes it from the positive denial system to achieve the purpose of clarifying the main points of the paper,which lays a foundation for the following research and discussion.The third part is "the necessity and rationality of the denial system of corporate personality as legal person".By analyzing the limitations of the current legal system in protecting the interests of shareholders and creditors and the difficulties in judicial practice,the author discusses the necessity of the application of the reverse denial system and expounds the theoretical basis of constructing the reverse denial system.The fourth part is "the research and analysis of the reverse denial of corporate personality outside the region".By studying the three classic cases of the reverse denial system in the United States,the development history and trend of the reverse denial system are sorted out,and the breakthrough of the system compared with the positive denial system is summarized.With the help of the classic cases of neighboring Japan,the author summarizes the experience and provides reference for the following legislation construction.The fifth part is "the legislative construction of the reverse denial system of corporate personality in China",which includes four contents.Secondly,summarize the guiding principles of constructing reverse denial.Discuss the nature and distribution of liability on the civil level again;Finally,from the balance mechanism of related interests,this paper discusses the interest protection mechanism of the two kinds of subjects respectively.