| The corporation independence personality and the shareholder limited liability are the two greatest sill of corporation law. But in modern economy, the behavior, which is more and more shareholders abusing the corporation independence personality, breaks the benefits balance between investor and creditor. Corporation independence personality also becomes the tool that damages the creditor and social public benefits .In order to restrict these phenomena, discuss on the disregard of corporation personality has been raising. On disregard of corporation independence personality, the Company Law of the PRC is revised on Oct.27 2005. But related provisions in Company Law are too simple and lacking maneuverability, and result in inconvenience in applying some provisions in judicatory practice.Therefore, it's necessary to analyze the elements,legislation and practice of corporation legal personality denial system ,how to apply this system with discretion is also included, using comparative method,combine the legislation related both in Civil Law system countries and Common Law system countries with the practice of our country. Base on this, It made deep research on our legislation about shortage of company legal personality system, then, It put forward: The bound where this system can be applied is still not enough specific, in order to make it clear, the system should adopt both particularization and generalization; only plaintiff and only through prosecute can put forward corporation legal personality denial; superaddition in executive procedure should not be allowed; for those lawsuit apply legal denial system, the defendant should undertake the onus probandi under some special conditions. On how to affirm the defendant's identity, It protest "Compound Theory", the court should confirm the defendant's qualification and make a verdict, the plaintiff don't have necessary to prosecute again, as long as the plaintiff lodged his claim before appeal procedure was accomplished.
|
PDF Full Text Request