Research On Disregard Of Corporate Personality

Disregard of corporate personality is the rule of prejudication that have been developed from the judicial practice of English countries. Later, this system has been accepted by the judicial practice of civil law system countries, such as Germany and Japan. Nowadays, disregard of corporate personality have been recognized by two western law systems, and used in the judicial practice of many countries. This system maintains and drives the institutional development of corporation effectively. About the questions of whether importing disregard of corporate personality to China, and how to practice this system in our country, there is multiple controversy in theory circle and practice circle. The modified Corporation Law says disregard of corporate personality by Article 20 briefly, and this certifies the system in our country; But in practice especially in the condition of the new Corporation law has reduced the qualification of being a company, how to practice and operate disregard of corporate personality is still a question that has to be discussed. Comparative study on the developed legislations, prejudications and theories of developed countries such as America, English; Germany and Japan, and on the basic study of legislation and legal practice of our country, this article conceives the thoughts of how to perfect disregard of corporate personality in legislation and legal practice in our country.A corporation will be looked upon as a legality, and the shareholder limited liability system are two basic stone of corporation institutions system. The affirmance of disregard of corporate personality not only achieves the basic aim of legal justice and right, but also completes the legal principle part that can not be replaced, such as in the practice of the capital concentrate, the risk reduction, and the protection of profit. Alongside be the development of economic and the dispersed and broadly used of corporation, the characteristics of that a corporation will be looked upon as a legality has changed in practice. To excuse and rectify the damages this change has taken, there comes disregard of corporate personality system. There is deep theory basic to disregard of corporate personality system. It is the inside logic demand of a corporation will be looked upon as a legality system, and the application of forbidding misuse of rights in public law practice, and it signed the achievement of justice and weigh.America is the country which found disregard of corporate personality system earliest, and this system is most broadly practiced in this country, lifting the veil of the corporation system of America has multiple theories and prejudications in the reason, standard, and situation of using about disregard of corporate personality system. Compared to America and other civil law system, the disregard of corporate personality system of England is much later, the characteristic is that put"piercing the corporation's veil"in code. In Germany, disregard of corporate personality is called"Durchgriff liability", it says exempting the conception that a corporation will be looked upon as a legality, and it demands the irregularity shareholders deserves personal liability to corporation. The theory of durchgriff liability is the public policy in commercial law and the good faith principle. Disregard of corporate personality in Japanese corporation law is shaped on the basic of American law (lifting the veil of the corporation) and Germany law (perspective theory). The Japanese courts has applied this rule in a case, and scholars have discussed and summarized the referring questions about this rule.Before the modification of corporation law, face to the abuse of corporation personality, this damages the rights of referring persons severely, and also disturbs the order of our country's market economic. In this condition, our country have tried to constitute laws and judicial explanation; Courts at all levels have done available exploration in the range of power to disregard of corporate personality system, this gain precious experiences to our construction and perfection of disregard of corporate personality system of our country. We should make some effective measures from two points which is legislation and justice if we want to reorganize and enhance our disregard of corporate personality .First, we should absorb our good tradition law regulation, perfected the relevant regulations. Now, there are some main weak points in our disregard of corporate personality system, which including: undercapital; confused the corporation and the shoulders place; avoid law regulation with the corporation form; conduct illegal things with the corporation form and some other illegal thing often use the corporation form. In addition, in order to perfect the system of the disregard of corporate personality, we also need to make some measures in practice. In another place, consider the quality of balance reveal in disregard of corporate personality system, we should make some explore in practice and absorbed the experience from our own corporation law enforcement. So,this paper pay much attention to design the principle regulation and process regulation correlated problems in pierce the corporate veil. Finally, this paper also pay much attention to the disregard of corporate personality in some special corporation forms, such as one person corporation, corporation owned by the state and parent corporation.A corporation will be looked upon as a legality, the shareholder limited liability system and the produced of disregard of corporate personality system, these together found the two pole of modern corporation artificial person system that has deep relationship. The collapse of anyone will effect another one, and will effect the implement equality and justice of legal system.