Research On Piercing The Corporate Veil

Corporate Personality independent theory is the core of the modern enterprise system. The members of the company setting up a company, one of the aims is to enable shareholders only when engaged in business activities in their own expense responsible for liabilities, the excess shall bear no shareholders, that is, shareholders of limited liability. However, in unfairaess,the company's independent personality will be denied, shareholders of the company would have been ordered to take personal nature of the debt liability, which is piercing the corporate veil theories. It is in recognition of the company under the premise of personality, in a specific legal relationship the companies and shareholders in the independent personality denied, the company behind the direct recourse members of the responsibility to regulate the system. From the real analysis, the application of the theory of fact, the findings of the company's shareholders exclude a limited liability is limited exceptions. Piercing the corporate veil system compensate for the lack of a corporate system. The system in Western countries has become increasingly mature, and China is also new version of the "Company Law" to be recognized. This paper mainly to piercing the corporate veil content of the theory of value, such as the central element to the study, China's status of the relevant legislation, put forward their perfect idea.This paper is divided into four parts.The first part is on the basic theory. In light of the Company Law in China's theoretical circles on the content of the theory of personality denied the existence of various fuzzy understanding of the status or even wrong, first of all, of "piercing the corporate veil" in the literal meaning and expression exist between the essence of the logic of contradictions. confused with the related concept of comparison, profound grasp of theoretical connotation. Summed up piercing the corporate veil has three major characteristics of the law, it has to recognize the legal personality of the company for the logical premise, the only independent company in a specific case denied the personality part and denied relative, the imbalance in the relationship of the interests of the company After legal regulation. In the law that the value of personality analysis, the first to confirm that the system of personality in the corporate status in the system that does not exist at the two points of order. From then on the fairness and justice of the pursuit of legal concepts, and safeguarding the legitimate interests of creditors and the limited liability.The second part is the extraterritorial application of piercing the corporate veil of the legislative study. For the United States, the United Kingdom, Germany three countries piercing the corporate veil theories were investigated and analysis , the establishment and development. In comparison drawn on the basis of: The theory of common law and civil law countries are pursuing fairness and justice as the goal. The difference is the former applies more broadly, which strictly limits the application, pay more attention to the completeness of the system and logic.The third part is on the elements of the system applicable. A company must be an independent personality of the premise, according to the main elements of the objective and subjective elements .In the main elements, including the main application of the abuse of Corporate Personality and personality of the advocates deny that. Objective Element , the misuse of Corporate Personality summed up in three forms: Using Corporate Personality evade legal obligations and lease obligations of the company ,when it is established nature of the company and shareholders and investors to the commercial risks obvious discrepancies, significantly less than the capital. Results are also objective element .Corporate Personality of community must be damage caused by abuse of company law and personality of the losses caused by relationship. Subjective element refers to the abuse of shareholders of the existence of subjective intentional or malicious, divided into subjective and objective abuse .The fourth part is the system of legislation and concept improves. First , to establish the system in an objective basis, the performance for shareholders avoid debts or obligations under the contract, false-funded limited liability company, confuse shareholders and the company. Therefore, the construction and development of China's market economy needs to enhance corporate social responsibility, and achieve the fairness justice legal goal .In 2006 the newly revised "Company Law" came into effect, system of piercing the corporate veil has been the establishment of the success of exploration and experience, "General Principles of Civil Law" and the relevant judicial interpretations are involved. The new "Company Law" promulgated to establish a formal system of piercing the corporate veil. For one man company in the form of the most vulnerable to the phenomenon of abuse of personality, so be singled out for analysis. Evaluation standards and responsibility from the two forms and the traditional theory for comparison. Finally select the angle of crime units, theoretical analysis of piercing the corporate veil in a company in the application. For perfect, should be rooted in practice, adopt a statute, supplemented by judicial interpretation to give judges a certain amount of discretion to the idea.