| "Husband and wife company" usually refers to a company whose shareholders are only two husband and wife.Due to the particularity of shareholder relations,property agreements and internal structures under this corporate form,equity will inevitably penetrate into the category of family property rights,so the governance of "husband and wife companies" involves both the regulation of the Company Law and the constraints of the marriage and family section of the Civil Code.However,the current Company Law does not make a clear legislative system for husband and wife companies,resulting in them constantly falling into legal disputes.Among them,the most controversial issue is that the shareholders of the "husband and wife company" abuse the independent status of the corporate legal person and the limited liability of the shareholders to evade debts and seriously damage the interests of the company’s creditors,and the key to dealing with this problem is the application of the denial system for the legal personality of the "husband and wife company".Therefore,the first part of this article is introduced from the case,and through the analysis of different adjudication paths in practice,the focus of the dispute in the adjudication of the husband and wife company when the legal personality denial system is applied in judicial practice: First,should the husband and wife company be defined as a one-person limited liability company? Second,can the husband and wife shareholders be required to bear joint and several liability for the company’s debts?The second part analyzes the theories related to the husband and wife company and the denial system of legal personality.First of all,starting from the meaning and legal characteristics of the husband and wife company,secondly,the relevant connotations of the legal person denial system are carried out,and finally the husband and wife company is put into a specific situation to analyze the impact of the "family legal person" and the modern company legal person system on the husband and wife company in historical China.The third part analyzes the main points of the husband and wife company when applying the legal personality denial system on the basis of the existing legal norms,and mainly focuses on the four aspects of the property rights attribute of the husband and wife company,the dispute over the determination of the legal nature,the dispute over the legal norms of the allocation of the burden of proof,and the dispute over the understanding and application of the shareholder’s liability.The fourth part proposes the solution idea of the application of the legal personality denial system for the husband and wife company,first of all,by improving the relevant supporting mechanism for the property determination of the husband and wife company,so as to clarify the basis of the property rights of the company and the shareholders to bear responsibility;second,to clarify the applicable standards of the legal personality denial system,strictly implement the dynamic circulation rules of the burden of proof between creditors and husband and wife shareholders,and achieve the purpose of balancing interests through the distribution of the burden of proof;and finally implement the responsibility bearer,clarify the scope of joint and several liability borne by the husband and wife shareholders and the process of determining the subject.In short,the husband and wife company in contemporary China,embedded in a country with a deep historical and cultural tradition and maintaining a posture of reform and opening up,which not only contains the advantages of the modern corporate legal person system,but also reflects the background of the historical Chinese "family legal person",only on the basis of comprehensive analysis of these two,can we carry out creative transformation and innovative development when applying the legal personality denial system,so as to achieve the purpose of benign interaction between national law and social reality. |
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