Corporation Personality Denial System Application Under The Circumstance Of “Remarkably Inadequate Capital”

The system of disregard of corporate personality is stipulated in the third paragraph of Article 20 of the company law of China.In the minutes of the national court’s civil and commercial trial work(hereinafter referred to as the minutes of the meeting)issued in November 2019,undercapitalization refers to the fact that the amount of capital actually invested by shareholders in the company does not match the risks implied in the company’s operation.The minutes of meeting also points out that the judgment standard of undercapitalization is fuzzy and should be very cautious when it is applied.This paper focuses on the application of the system of disregard of corporate personality in the case of undercapitalization.Want to finds out the applicable standards suitable for China’s current environment.In addition to the introduction and conclusion,this paper is divided into five parts.The first part from the current capital system in China,the irreplaceability of the undercapitalization and the status quo of China’s information credit system,expounds the denial of the legitimacy of legal personality in the case of undercapitalization,which solves the premise problem of this paper.The second part adopts the method of empirical research.The author counts the judgments on "undercapitalization" from 2013 to 2020.After the statistics,it is found that after the release of "minutes of meeting" in 2019,judges are more bold to apply undercapitalization to deny corporate personality,while different judges have different opinions on the specific determination of undercapitalization Differences,whether it is the definition of the connotation of "capital",the time point of identification,the judgment of significant deficiency,or the type of responsibility that shareholders are required to bear,have not formed a completely unified judgment opinion.There are even obvious contradictions in the reasoning of different judges.Generally speaking,judges are more cautious when applying significant deficiency of capital and denying corporate personality.The third part studies the relevant systems of piercing the corporate veil in the case of undercapitalization abroad.It mainly selects Germany and the United States as representatives of the civil law system and the common law system.The author finds that Germany adopts a more stringent capital system,so it is very cautious to apply the undercapitalization.Throughout the history of Germany,there is a undercapitalization It is a process from leniency to strictness.The capital system of the United States is more similar to that of China,and the application of the United States courts to the undercapitalization is similar to that of China’s courts,so it is more worthy of our reference,especially the distinction between voluntary creditors and involuntary creditors,which can be applied in China.The fourth part focuses on the analysis of China’s theoretical status,combined with China’s judicial practice,the specific application of disregard of corporate personality system in the case of undercapitalization is analyzed in detail.The author finds that the undercapitalization should be defined by registered capital and paid in capital,and the specific time point should be determined by the connotation of capital Insufficient judgment is the scope of the judge’s discretion.In the fifth part,the author analyzes the other factors that need to be considered when denying the legal personality in the case of undercapitalization.Firstly,in the aspect of subject factors,we should distinguish between voluntary creditors and involuntary creditors,and clarify the treatment methods in the case of holding shares on behalf of others and equity transfer;secondly,in the subjective aspect,the shareholders’ interests are damaged in the case of undercapitalization,which is in line with the constitutive requirements of tort liability In the objective aspect,the most important thing is to make clear the difference between the liability for undercapitalization and the liability for shareholders’ defective capital contribution;finally,the judge should pay attention to the distribution of the burden of proof and the principle of punishment in the civil procedure law.To sum up,this paper starts with the previous issues,and then finds various phenomena in court judgments through empirical research.Based on the statistical data,it closely fits the practical situation,and draws lessons from the relevant theories abroad and at home.Finally,combined with China’s basic national conditions,it puts forward the suggestion of applying the system of disregard of corporate personality in the case of undercapitalization There is great fuzziness,but the scope of fuzziness can be narrowed through research,and then the fuzziness can be narrowed down in the judgment of "significant deficiency",and strive to achieve maximum unity.