Research On The Reverse Denial System Of Corporate Personality

Reverse denial of corporate personality is a special case of corporate personality denial.Due to the urgent demand of judicial practice in China,the existing legal system can not replace its role.The legal transplant of external reverse denial of corporate personality is imperative.The research shows that external reverse denial of corporate personality can be applied to parent-subsidiary company,sister company and one-person company,involving ordinary creditor’s rights and special creditor’s rights.There are differences in the way and boundary of liability undertaking.In China,there are some problems such as fuzzy constitutive elements,unclear application of creditor’s rights and unclear application of law,so we should reconstruct the external reverse denial of corporate personality according to the actual situation in China.The constitutive elements of the system of external reverse denial of corporate personality are composed of subject,behavior,subjective and result elements.Practice should pay attention to the creditor’s rights and balance,enhance the debt of involuntary,tax debt,the debt of labor protection.Introduce new terms in Article 20 of the Company Law.At the same time,in judicial interpretation focus on the protection of the interests of corporate creditors and goodwill shareholders and play a supplementary role in guiding cases.Applicable to the legal personality of the company’s personality and reverse denial to achieve the construction of a three-dimensional and complete company legal person denying the system.