The Study Of Durchgriff Liability Confine In Piercing The Corporate's Veil

As cornerstones of modern corporate, the independent personality that the corporate enjoys and the limited liability that the shareholders shares have been challenged by the theory and practice,yet the system of Piercing the Corporate's Veil has just made up for their shortcomings.Now, scholars and judicial practice generally believed that the system of Piercing the Corporate's Veil is not limited to the scope of abuse of personality,the confuse of personality has also become applicable.the system of Piercing the Corporate's Veil was based on the principles of justice and the integrity,however, there is a few studies on the issue of commitment of the durchgriff liability either in theory or in the judicial practice sector, especially about the enterprises which were controlled by the same shareholders or controller,This paper argues that,in this case,first of all we must ascertain whether there was behavior of abuse of independent personality and limited liability of shareholders.if the answer is positive,as the abusers the actual controller should be the holders of the responsibility.In order to fully protect the creditor's claim,keep the balance between the conflicting interests, maintain the constant of rights and obligations,achieve the foregoing value of the rule of Piercing the Corporate's Veil,ensure the security of transactions in economic society and social stability and to sustain economic order, the court should investigate the property of shareholders or actual controllers. If the properties of shareholders or actual controllers are sufficient to satisfy the creditors' claim, shareholders or actual controllers will take the unlimited joint and several liability, and the other sister companies will not take the responsibility.On the contrary, in order to fully protect the creditors'claims and recover the balance in the distribution system of interest, when the shareholders or controlling persons cannot pay off all debts, creditors should ask other sister companies to take the unlimited joint and several liability in the part of rest.