A Study Of The Legal Aspects Of The Merger Of A One-Person Company With Individual Shareholders In Bankruptcy

Enterprise Bankruptcy Law of the People’s Republic of China is half a bankruptcy law,lacking the institutional support of individual bankruptcy,and some bankruptcy cases encountered in the implementation of enterprise bankruptcy cannot realize the case closure.In the case of having the exit mechanism of market subjects,if the one-person company and individual shareholders do not reach the standard of substantive merger,each of them will apply the corresponding bankruptcy procedure,but if they have the standard of substantive merger,the substantive merger should be carried out,otherwise it will be unfair to the creditors.Therefore,the consolidated bankruptcy of a one-person company and individual shareholders will be an issue that must be considered.Clarifying the issue of combined bankruptcy of one-person companies and individual shareholders is conducive to promoting the optimization and improvement of the exit mechanism of market entities.Based on the study of bankruptcy cases of one-person companies and individual shareholders in the United States,this article explores the applicable standards and procedural issues of bankruptcy of one-person companies and individual shareholders in China based on the rules of substantive consolidation of affiliated enterprises in China.It should break through the scope of application of substantive consolidation bankruptcy and apply substantive consolidation bankruptcy to one-person companies and individual shareholders,and it is reasonable to include non-direct debtors into the scope of application;the consolidation bankruptcy should be based on the standard of high degree of personality confusion and creditors’ interests,and the main subjects of application for the consolidation bankruptcy of one-person companies and individual shareholders are creditors,debtors and bankruptcy administrators,and the bankruptcy administration should be set up according to their different degrees of knowledge about the confusion of the two parties.The bankruptcy of substantive consolidation adopts the application doctrine,and the consolidation of bankruptcy between debtors can be made by way of ruling;for the substantive consolidation of bankruptcy involving non-direct debtors,it is necessary to consider whether the stakeholders agree,and on the basis of obtaining unanimous consent,it can be made by way of ruling,otherwise,it should be made by way of judgment;for the substantive consolidation of bankruptcy of individuals and enterprises The administrator shall be appointed as the same administrator.It is hoped that the personal bankruptcy system and the rules of substantive consolidated bankruptcy can be included in the revision process of the current enterprise bankruptcy law,and a unified bankruptcy code can be introduced by adopting the method of promulgating each chapter in time and implementing them successively,so that substantive consolidated bankruptcy can be based on the law.Adjusting good faith as an exempt category of personal bankruptcy rather than an access category in order to bring into play the functions and values of the substantive consolidated bankruptcy system.