Research On Legal Issues Of Substantive One-man Company

In recent years,the concept of “Substantial one-man company”appears gradually in the judicial documents of our country,but it is controversial in practice and theory.Substantial one-man company is the predecessor of one-man company,originally referring to the situation of “Puppet”shareholders,but now its concept extension has changed.After exploring the change of the connotation of the substantial one-man company,in the context of company law,the connotation of substantia one-man company is a limited liability company in which one or more shareholders with the same interests or will completely control the decision and operation of the company.Based on agency theory and quasi-joint ownership theory,the category of substantial one-man company extends to substantial one-man company held on behalf of stock rights,husband and wife company and family company.Through empirical research,it is found that the disputes of substantial one-man company in practice focus on the cases of disregard of corporate personality.The focus is on whether a company with some plural shareholders should be recognized as a substantial one-man company and the application of Article 63 of the company law.Through the above research,it is found that the judicial circles have made preliminary exploration on the definition and judicial application of substantial one-man company,but there is still no consensus.In particular,local courts have different standards for the identification of property mixing and the application of the Reverse onus rules is too rough.Based on the theory of disregard of corporate personality,this paper discusses the application of financial mixture and the application of Reverse onus rule in substantial one-man company.The analysis of property commingling begins with the theory of Asset Division.The theory of Assets Division establishes the independent property system of the company,and thus establishes the independent liability of the company and the limited liability of the shareholders.The theory of Assets Division includes three parts: the separation of corporate property from its members’ property,the independence of corporate personality and its members ’ personality,and the division of the liability between the company and its members.Then,this paper discusses the identification of property mixed through its main element,its time element and its result element.Then,in the analysis of the rules of the Reverse onus,according to the background of the rules of the Reverse onus,it is found that the application of substantial one-man company of Article 63 of the company law is in line with the original intention of the legislation.Meanwhile,in practice,the external creditors can not obtain the accounting books before the company starts the bankruptcy liquidation,which makes the application reasonable.Based on the above analysis,we can improve the current norms from the following four aspects:(1)expand the scope of recognition of one-man company;(2)Standardize the establishment of internal organization structure of substantial one-man company;(3)provides the standard for the substantive one-man company related case judicatory application;(4)disclosure of the special relationship of shareholders in business registration.Correctly defining the scope of substantial one-man company,making clear the judicial application of the case of denial of legal personality of substantial one-man company,and enriching the elements of business registration of substantial one-man company,it is beneficial to standardize the judicial practice of substantial one-man company,enrich the research on the application of substantial one-man company and disregard of corporate personality,with a view to improve the company law system to provide some reference.