An Empirical Study On The Typification Of 'disregarding Of Corporate Personality' System

As the amendment to the Company Law in modern legal concept and practice, the Disregard of Corporate Personality system is based on limited liability, which is the basis of the corporation system.Article 20, the third paragraph in general rules of the Company Law of the People's of Republic China (new edition of 2005) clearly specifies Disregard of Corporate Personality, while Article 64 of sub rules specifies the situation that one shareholder is confused with company assets. Yet, due to the excessively principle-oriented laws and rules and lack of relevant specific practice guidelines, there is not a widely recognized standard on how to apply the rule for current judicial practice.On the basis of the exploration on legal principle as well as the conclusion on practice of Disregard of Corporation of Personality, this thesis classifies two basic forms of the system, namely disregard of essence and disregard of application, and proves them by specific cases, trying to present the inner meaning and legal scope of Disregard of Corporate of Personality.Chapterâ… demonstrates the theory basis and inner meaning of Disregard of Corporate Personality and presents two main forms in application, namely disregard of essence and disregard of application. At the same time, the thesis attempts to provide specific illustration and further explanation by the analysis of the cases of Japan, the United States, Korea and Taiwan China.Chapterâ…¡offers detailed analysis of disregard of essence and provides two standards that are purpose alienation of corporation and imbalance of rights and obligations. Disregard of essence of Disregard of Corporation Personality refers to the imbalance of essence caused by the existence of the corporations. Usually, this kind of balance is not caused by the violation of the laws and regulations but created by the inner faults of the corporations or other inevitable factors. Thus, in order to uphold the material equity, it will be reasonable to disregard the independent legal personality and exclude it from the adjustment scope of the Company Law.Chapterâ…¢illustrates disregard of application of Disregard of Corporation Personality and offers the main situations. The situation refers to the corporation actions which are against the rules of the Company Law, reaching an extremely serious level and failing to protect the legitimate rights and interests of creditors by merely taking the legal responsibilities.Chapterâ…£overviews the process of the Company Law in specifying Disregard of Corporate Personality and reviews Article 20, the third paragraph and Article 64 of the Company Law. Meanwhile, the thesis provides empirical study on legal practices of Disregard of Corporate Personality and points out the problems as well as offering recommendations and suggestions in problem-solving.