Institutional Improvement Of The Application Of "Significant Capital Deficiency" In Corporate Personality Denial

Relaxing front-end control and strengthening back-end control are the direction of China’s previous corporate capital system reforms,and corporate personality denial is an important system for "strengthening back-end control" to protect the legitimate rights and interests of creditors.In 2019,the Minutes of the Nine People’s Courts issued by the Supreme People’s Court listed significant lack of capital mixed with property,excessive domination and control as typical situations of denial of corporate personality,resulting in a surge in litigation related to denial of corporate personality on the basis of significant lack of capital in commercial practice.However,the ambiguity of the expression of legal texts and the equity of the corporate personality denial system make the application of the significant lack of capital in judicial judgments chaotic "different judgments in the same case,and different judgments in the same judgment".This paper focuses on the legal application of significant capital inadequacy,and summarizes the problems of significant capital deficiency through the analysis of relevant empirical cases,so as to seek systematic regulation of the problem of significant capital inadequacy.The article is divided into five parts.The first part is the introduction.The research background,research significance,research status,research ideas,research methods,main innovations and deficiencies of this paper are introduced.The second part explains the significant shortage of capital in connection with the reform of the capital system.This paper focuses on the institutional positioning of significant capital deficiency under "strengthening back-end control" and the current situation that the identification of significant capital deficiency tends to be complicated by capital system reform,which solves the premise problems of this study.The third part is empirical analysis.Taking the judgment documents of the "Wolters Kluwer Advance Legal Information Database" for a whole year in 2022 as a sample,the macro and micro levels of data analysis were carried out on the judgment cases with significantly insufficient capital,and it was found that no unified judgment opinion was formed on the definition of the connotation of "capital",the time point of identification,the judgment of "significant" and whether it could be applied alone,and there were even obvious contradictions in the reasoning of different judges,and the overall denial rate was not high.The fourth part summarizes the regulatory dilemma of significant capital shortage from theoretical analysis and empirical analysis.It summarizes the practical problems such as imperfect legislation,inconsistent judicial adjudication standards,and "deformed companies" such as dwarf companies,giant companies and shell companies disrupting benign company ecology.The fifth part proposes a regulatory approach to a significant lack of capital.To regulate the problem of significant undercapitalization,it is urgent to establish the legal status of significant undercapital at the legislative level;Unify the identification standards and applicable standards at the judicial level,comprehensively determine the connotation of "capital",determine that capital is significantly insufficient in the whole process,introduce comparative testing methods and expert testimony to determine whether it is "significant",and release guiding cases in a timely manner to form adjudication guidelines;At the administrative level,establish a preventive review system for company registration authorities and a mandatory exit mechanism for enterprises to regulate "deformed companies" such as dwarf companies and giant companies;At the same time,it is also necessary to further improve the company’s information disclosure system and provide a transparent commercial transaction environment.