Research On The Civil Liability System Of Company Actual Controllers

With the development and evolution of market economy and modern enterprise system,the company plays an irreplaceable role in the economic activities of each country.Although the concept of the actual controller is defined in the company law,in reality it is difficult to find and identify the actual controller,and there are few cases in which the actual controller is held responsible.It is to study the civil liability system of the actual controller.Through the analysis of the cases of abuse of control by the actual controller and the current situation of the legislation of t necessary he civil liability system of the actual controller,the current situation of the legal application of the civil liability of the actual controller in China has the problems of unclear identification,inconsistent identification of abuse of control,unclear legal basis,excessive burden of proof on the small and medium shareholders and creditors,inconsistent definition of the actual controller in the regulation of the civil liability system of the actual controller,and The civil liability system of the actual controller has inconsistent definition of the actual controller,few provisions on abusive acts,lack of civil liability provisions,and incomplete construction of the recourse mechanism.It is necessary and feasible to analyze and study the civil liability system of the actual controller.In view of the above problems,the civil liability system of the actual controller should be reformed and improved: integrate the concept of the actual controller,refine the rules and processes for the identification of the actual controller;classify the abusive acts of the actual controller of the company,and improve the obligations and responsibilities of the actual controller,clarify the fiduciary obligations of the actual controller,and improve the civil liability provisions for the actual controller of the company;at the level of implementing the civil liability of the actual controller The level of civil liability,based on China’s existing accountability system,the company personality denial system,subrogation system and the disgorgement of corporation and the accountability of the actual controller,and the reasonable allocation of the burden of proof.