An Empirical Study On The System Of Disregard Of Corporate Personality

The System of Disregard of Corporate Personality refers to a legal measure that, with its intention to keep shareholders from abusing the independent corporate personality and to protect the legal interests of the corporate creditors and social public interests, denies the personality of the corporate independent from its shareholders and the limited liability of the shareholders based on certain facts in a specific legal relation, and orders ultimately the corporate shareholders (including both real person shareholders and legal person shareholders) to be directly liable for the debts of the corporate or the social public interests, in order to fulfill the requirements of equality and justice. Originated in the U.S., the System had found its way into many other countries later since it can effectively curb the abuse of independent corporate personality and correct the imbalance of the interests between shareholders and creditors of the corporate. China became to realize the importance of the doctrine and adopted it in the legislation in 2005 when the Corporate Law was revised. However, the rule is so general and abstract, together with the lack of judicial interpretation ,that causes many difficulties in judicial practice. In order to make the system in its proper use and meanwhile prevent the misuse of the system by the court, I suggest that the Supreme People's Court speed up to promulgate a systematic and detailed judicial interpretation for Article 20 of the Corporate Law to guide the practice of lower courts. Based on the current status of the judicial practice concerning the System, this work takes some court judgements in the PRC judicial practice as the objects of study, with reference to the use of the Disregard of Corporate Personality in some major developed countries, and puts forward some opinions for better applying the System,hopefully making some contributions to the coming judicial interpretation. This work has three parts: foreword, text and epilogue. There are 3 chapters in the text: 1. Overview of the System of Disregard of Corporate Personality, including its concept, source and elements. 2. Overseas application of the System of Disregard of Corporate Personality, including applicable scope and circumstances. 3. An empirical study on the System of Disregard of Corporate Personality in China, including its relevant law and regulations, case analysis and some conceived plans on consummation of the System in PRC.