Identification And Application Of "Significant Capital Insufficiency" Under The Denial Of Corporate Personality

"Significantly insufficient capital" is one of the applicable situations for the denial of corporate personality.As early as in 1994,the Supreme People’s Court’s reply stipulated that when the capital contribution of the company’s shareholders has neither reached the registered capital recorded in the company’s articles of association nor the legal requirements,the independent status of the legal personality shall be denied,and the shareholders of the company shall bear unlimited joint and several liability for the debts of the company.The2013 "Company Law" abolished the statutory minimum registered capital limit and implemented a complete subscription system.The establishment of a company no longer requires minimum capital,resulting in an embarrassing position for the company’s personality denial system under "significantly insufficient capital".There has always been a theoretical controversy about the existence of abolition.Because the provisions of Article 20,paragraph 3and Article 63 of the "Company Law" on the denial of corporate personality are too simple and do not involve the determination of "significant insufficient capital",the practice in judicial practice is inconsistent.In 2019,the "Minutes of the National Court Civil and Commercial Judgment Work Conference" issued by the Supreme People’s Court still stipulates that "significantly insufficient capital" is still too simplistic,and has not changed the phenomenon of inconsistent judgments in judicial practice.In particular,the meaning of "capital",the judgment of "significant deficiency",the application time of "significant deficiency",and the assumption of responsibility are controversial.The 2021 Company Law(Draft Amendment)still does not stipulate the specific circumstances of corporate personality denial.By learning from the experience of other countries and combining the practices and needs of our country’s practice,in terms of identification,the meaning of "capital" should be registered capital,and the time of judgment of "significantly insufficient capital" should be in the operation process after the establishment of the company,and the judgment standard The foreign "comparative test method" can be used for reference,and a comprehensive judgment can be made in combination with the specific situation of the company.In terms of application,different occasions should be distinguished,and the applicable standards should be refined for different creditors.Determine the responsibility for "significantly insufficient capital",distinguish the specific circumstances,and link the responsibility of denying the company’s personality with the responsibility of shareholders’ flawed capital contribution to protect the interests of relevant subjects.