The Study On Shareholders' Joint And Several Liability

Article 20 of the recently amended PRC Company Law clearly provides the circumstances in which shareholders should bear joint and several liabilities for debt of the company. At present it's common to understand shareholder's joint and several liabilities by researching on the following two doctrines,"disregarding the company personality"and"piercing the corporate veil". However shareholder's joint and several liability is somewhat different from the two doctrines in terms of condition of application, liability patterns."Disregarding the company personality"doctrine mainly aiming at company personality, whereas I hope to approach it by making reference to the commercial law and civil law tradition from the viewpoint of legal liability. The Supreme People Court has not yet promulgated any judicial interpretation for the newly amended Company Law, which causes many operational difficulties in judicial practice. This dissertation uses the methods of comparative analysis, law and economic analysis, historical analysis, jurisprudential hermeneutic to illustrate the feature and jurisprudential value of the origin of shareholder's joint and several liability. Addressing in detail a whole life of the company personality, from its birth to vanish, various conditions and form of shareholder liability when a company is being established, operated or under dissolution, especially what the situation like in China and the corresponding litigation for recovery or anti-joint and several liability suit,the author also gave some suggestion for that. The dissertation is made up of four chapters:Chapter One summarizes shareholder's joint and several liability, encompassing its definition, legal feature and application condition. Then turn to its value and practical meaning, analyzes its economic function at last.Chapter Two describes the evolution of shareholder's joint and several liabilities, trying to find its jurisprudential basis. By introduction of the doctrines of"disregarding the company personality"and"exceptional application of limited liability, we then better understand their relations and differences. This paper makes a innovation by using historic and comparative methodology when studying on the topic aforementioned.Chapter Three concentrates on how to make the doctrine to work problem, synchronizing through establishment of a company, its duration till dissolution, proving that it exists during the lifecycle of the company. The innovation of this chapter is to put the doctrine in a dynamic environment of a company's lifecycle, aiming at put readers in a straighter and more orderly view.Chapter Four exerts some suggestions on optimize and perfect the shareholder's joint and several liability pertinent to latest amended PRC Company Law, pointing out the aforementioned dilemma which is urgently required to settle.