Theoretical And Practical Analysis On The Corporate Personality Denial System

Independent corporate personality and limited liability principle constitute the cornerstone of company law, and help maintain the balance in benefits between corporation investors and creditors. Should the principle of independent corporate personality be absolutization, corporate personality would be abused and creditors'benefits endangered. Therefore, western countries created corporate personality denial system to harmonize the principle of independent corporate personality with creditors'benefits. According to denial of corporate personality, when controlling shareholders abuse the aforesaid principles, the respectively independent personalities will be ignored and assumed as integral to bear joint and several responsibilities externally. In that case, the internal defects can be overcome; the legal value of fairness and justice can be realized. Company Law of People's Republic of China amended as the date of October, 27 in 2005 establishes in due form corporate personality denial system. Nevertheless, this establishment is far from explicit and needs judicial interpretations to ensure an accurate and unified application.This thesis explores corporate personality denial system and consists of five chapters.The first chapter is an introduction of the topic selection objective. The general and principle provision of corporate personality denial system in the newly amended law leads to deviations in judicial applications; thus a further detailed study is a must. The second chapter analyzes the meaning, the development history and review of corporate personality denial system home and abroad, together with the establishment necessity.The third chapter mainly discusses the theories concerning the origin, orientation, nature, characteristics, applicable conditions, constituting factors and legal consequences.The fourth chapter focuses on the legislation process and current legislation situation in hope of provide a clear and all-around roadmap of corporate personality denial system.The fifth chapter is the conclusion. Corporate personality denial system is undoubtedly an effective enabler in preventing abusing corporate personality and harming creditors'benefits. However, the system needs improving to avoid abuse in judicial practice.