A Study On The Application Of Corporate Personality Denial System To The Mixed Personality Of Related Companies

In recent years,with the prosperity and development of the market economy,affiliated companies have gradually entered the public eye and become an important component of market entities.However,the provisions on affiliated companies in the Company Law are almost blank.The lack of direct legal basis has led to the denial of corporate personality by affiliated companies in cases of mixed personality,which can only be applied in accordance with Article 20(3)of the Company Law in accordance with the practice of Guiding Case No.15,and there has been continuous discussion in the academic community about this.On December 27,2022,the 38th meeting of the 13th Standing Committee of the National People’s Congress conducted the second review of the "Company Law of the People’s Republic of China(Revised Draft)",which supplemented and improved the system of disregard for corporate personality and included affiliated companies in the scope of liability subjects.This breakthrough to some extent solved the issue of the basis for judgment in cases of disregard for corporate personality between affiliated companies,However,there are still many shortcomings that need to be improved in judicial practice for this type of case.This article first starts from the definition of affiliated companies and adopts the normative analysis method to point out that the most essential characteristics of affiliated companies are control and subordinate relationships.It also discusses the relevant concepts of the application of the legal personality denial system to the confusion of affiliated company personality.Secondly,through the analysis of specific cases,it is pointed out that the current judicial application dilemma of affiliated companies denying their legal personality in cases of mixed personality mainly lies in the lack of direct legal basis,inconsistent standards of application requirements,and unscientific allocation of burden of proof.In addition,as an important component of the market subject,there is almost no relevant legal regulation for affiliated companies,Moreover,the relief of the legitimate interests of creditors of affiliated companies completely relies on the system of denial of legal personality.Therefore,the third chapter of this article adopts a comparative research method to make a horizontal comparison of the application of the legal personality denial system to the mixed personality of affiliated companies in the United States,Germany,and Japan,and proposes its own views on the reference significance of the experiences of various countries for China.Finally,this article believes that breaking through the judicial dilemma of such cases in China requires starting from the basis and application requirements of the unified application of the denial of legal personality system for the mixed personality of affiliated companies.On the other hand,it is also necessary to pay early attention to the theoretical research on improving the legislation related to affiliated companies.Specifically,there are four ways to improve:first,to establish a direct legal basis;second,to improve the standard rules for determining constituent elements;third,to further optimize the allocation of burden of proof;and fourth,to improve legislation related to affiliated companies.