Researching About Institution Of Discharging Company's Vail

The institution of legal personality and shareholder' limited obligation were formed after the Company Law had been passed in our country. But in the real life , some shareholders abuse companies' legal personality and limited obligation in order to avoid their debt , get ilegal interests, damage owner's interests and social public interests, which damages the economical order largely. So, the author would research the basic area, institution of discharging company's vail in other countries, the legal foundation of discharging company's vail in China, and furthermore, to find out the way to improve the institution in China. The main points of view of the author are the follows:1,Denial of companies' legal personality is to deny company's limited obligation rather than its legal personality. 2,Forming the institution of denying companies' legal personality is benefit to develop the economy heathly, which can be proved from the other countries.3,the legal foundation of Denial of companies' legal personality can be seen from the following: realize the basement of companies' legal personality; balance the rights and the obligation between shareholders and owners; insist the fairness and justness of the law; infect the foundational rule of honest ; form companies' social obligation.4,institution of discharging company's vail should include six necessary factors, and such cases can be devided five kinds; in nowadays, denying companies' legal personality in state- owned companies and company merging should be paid attention to especially. Under institution of discharging company's vail, the ways of taking on the responsibility are: at first the company , if the company's property is not enough, the shareholders who abuse the company's legal personality should take on the unlimited responsibility.5,nowadays in China, the rule of preventing the shareholder' abuse of the company's legal personality is not enough. So, we should make law as followings: improve the legal personality institution in civil law;set up institution of discharging company's vail in company law, bankruptcy law and other law and rule;improve the legal personality institution in judicial practice; check the company and strengthen the responsibilities of work unit and their workers.