Self-examination And Organization On Our Country's System Of Disregarding The Corporate Personality

Corporation, the form of modern society classic enterprise that every country adopts, develops its system along with our country's deep unceasing economic restructuring. The establishment of company legal person system caused the company to obtain the independent personality, and entrusts with the shareholders the limited liability. It also improves economy development enormously by stimulating investors' enthusiasm. The shareholder limited liability is the key and the cornerstone of Company Law. The shareholder limited liability and the company personality commonly support the company system. But the shareholder limited liability was established in the foundation which protects the shareholders' benefit so other people's right and the social public interest are neglected. In real life, the company shareholders' superiority status inevitably causes the danger to permeate their individual intention in the company activities because we may ideally make the company independent personality and the shareholder limited liability absolute. The control shareholders do everything possible to make use of their investment power and superiority status to abuse the company personality to harm creditors' benefit in order to pass their management risk and maximize their own benefit. Many regular company questions appear and increasingly expose along with the fast economy development.Disregarding the Corporate Personality, or Lifting the Veil of the Corporation, was established to solve these company questions. It was born in the end of 19th century in the USA, and be popular in the beginning of the 20th century in the UK and Germany. Japan also started in 1950's. This system has realized the value goal of fairness and justice and consummated the company legal person system through recovering benefit unbalance caused by it.It was very difficult to solve these problems for 1994 Company Law for the lack of constructing this system in law. Its legislation deficiencies were extremely prominent. In order to solve the problem of abusing the legal person personality, in 2005, the well-known new Company Law finally got passed in the intense dispute and it established our country's systems of single-person company and Disregarding the Corporate Personality. Based on that, I simply discussed the theory of Disregarding the Corporate Personality in this thesis, examined the deficiencies of new Company Law, and gave my advice to consummate.The thesis is constructed with introduction, 3-chapters'main text and conclusion. The first chapter discusses the basic theory of Disregarding the Corporate Personality. I began with the translation, explained the origin of the name and showed my disagreement of the wrong translation of our country's theorists. I analyzed its logic contradictory between the word and its potential meaning, denied the mistake which long-timely exists; then introduced the background, origin, meaning and characteristics of the system.The second chapter contains self-examination of both practice and theory, introduces in detail the related regulations of our country's previous practice and Disregarding the Corporate Personality of our current Company Law, then analyze and review them. I did advanced analysis and explanation on the situations and conditions of using Disregarding the Corporate Personality. After that, I pointed out the deficiencies of our current Company Law. begin with the research of other countries' Disregarding the Corporate Personality legislation, and analyzed the deficiencies and problems of the former Company Law.The third chapter introduces in detail the related regulations of Disregarding the Corporate Personality of our current Company Law, then analyze and review them. I did advanced analysis and explanation on the situations and conditions of using Disregarding the Corporate Personality. After that, I pointed out the deficiencies of our current Company Law.The third chapter tells us how to organize and consummate our Disregarding the Corporate Personality. I begin with the introductions and comparisons among different countries' Disregarding the Corporate Personality. I discussed the four principles and some details of practice to show my opinion.See from our country's practice of Disregarding the Corporate Personality, we know the establishment and development of Disregarding the Corporate Personality are historical necessity. Therefore, both the theorists or the performers, should take more research and exploration to this question to consummate our country's company legal person system day by day.