Research On The Doctrine Of Disregard Of Corporate Personality

The principles of corporate independent personality and limited liability are the basis of corporate law. These two principles help to keep the balance between investors and creditors. However, creditors'interests will be impaired if these principles are absolute.In order to insist on the independence of corporate personality and protect the interests of creditors from being damaged, some western countries created Disregard of Corporate Personality System. Disregard of Corporate Personality System refers to a kind of law measure while corporation controls shareholders abusing the independence of corporate personality and shareholders'limited liability, it will ignore the independence of corporate personality, and regards the corporation and shareholders as one unit, takes on relative responsibility.The system prevents the infectsof the principles of corporate independent personality and limited liability,and is helpful to show the law values of justice and equality.There have been many researches on the corporate-legal-person system in China.In the author's opinion, there were many problems such as the mixture of the finance,staff and business ,and the overcontrol on the corporate by the shareholders before the ratification of the corporate law. Besides that, the author pointes out that the former corporate law didn't set rules according to the Disregard of Corporate Personality System, and fell far behind the practical needs in reality.Disregard of Corporate Personality was stipulated in the Corporate Law ratificated on 27 Otc.2005.The author thinks, this does have a very important influence in our legal system and judicial practice. And then, the author does legal researches on many facts of the doctrine of disregard of the corporate personality in our country:intrducing the history and reality of the Disregard of Corporate Personality System ; analyzing the subject elements, act elements,outcome elements.At last, the author analyses the shortages of the rule of the disregard of corporate personality in the new corporate law, and give some suggestions to improve this rule.