Research On The Relationship Between Juristic Personality And Limited Liability

With the development of social market economy, the legislative mode of juristic personality connected with limited liability established by General Principles of the Civil Law is becoming one of the biggest obstacles for the development of our legal person system. Many problems our legal person system encounters at present derive from it. For the above reasons, this article wants to make a systematic research on the relationship between juristic personality and limited liability, in order to make a contribution to reconstruction of our legal person system. The whole article is divided into three chapters. The first chapter makes an exploration on the relationship between juristic personality and limited liability from their origins, history evolution, system value and their current development in other countries. It concludes that there is not inevitable collateral relationship between juristic personality and limited liability just as the traditional legal person theory thinks. The second chapter demonstrates that organization of partnership should be viewed as a legal person and the advantages of admitting its legal person status on the basis of the conclusion of the first chapter. In the last chapter, in order to improve our legal person system, from the perspective of relationship between juristic personality and limited liability, the author puts forward some proposals as following: (a) The range of juristic personality should be enlarged to include all the group personality, not only be confined to the group that the investors take the limited responsibilities for. (b) We should view organization of partnership as a legal person when limited liability is not an indispensable factor for juristic personality. (c) Limited liability should only apply to commercial field and we should not apply the system in all the no-profit fields because the main function of limited liability is to stimulate investments. (d) We should not introduce the theory of Denial of a corporation's personality because the concept of Denial of a corporation's personality can not explain its actual meaning, moreover, it also confuses the two concepts of juristic personality and shareholders' limited liability in logics, especially on the condition that limited liability is not an indispensable factor for juristic personality.