Research On The Doctrine Of Disregard Of Corporate Personality

It has taken long time to develop the institution of disregard corporate personality, which has the significance to prevent the various risks caused by the corporation institution of limited liability, to protect the lawful interests of creditors. But no matter the Anglo-American law system or the continental law system, how to apply this institution concretely has always been a difficulty, which is usually taken into consideration as cases. Corporation Law of the People's Republic of China in 2006 has confirmed the institution of disregard corporate personality (or"the doctrine of disregard corporate personality"or"piercing corporate veil") in statutory law ,which is a great institution reform after the revision of Corporation Law, as well as a necessary completion and perfection to our Corporation Law system. If we said our law academy's discussion on the topic is only in theory before the revision of Corporation Law, then with the increasing of cases in practice after revision, how to implement this institution concretely in judicial adjudicate practice, how to master the specific application principle, has become a problem which needs to be solved urgently. The introduction of this theory is surely going to have profound influence on our civil trial and legislation.This thesis firstly surveys comprehensively on the institution of disregard corporate personality, mainly expounding its native exploration and the relevant legal questions in specific litigation, finally summarizes this institution in developed countries and puts forwards some to suggestion on the disregard corporate personality lawsuit in concrete application in our country. This thesis can be divided into four parts.Chapter One discusses generally the institution of disregard corporate personality, recommending specifically the institution's coming into being, implication and essential characteristics, laying a theoretical foundation for the thesis. The reason for the coming into being of this institution is that the all kinds of bad effects accompanied with the system of corporation body system which was originally promoting the investment development, due to the self unavailable loophole leads to large amounts of various behaviour to damage creditors. In order to restrict the behaviour, the institution of disregard corporate personality comes into being in the aspect of theory, so that to restrict necessarily on the abusing of corporate personality. Chapter Two mainly expounds the explicit application condition and problems in legal action. Due to there are only stipulations in principle on the system of disregard corporate personality, so the law researchers needs to pay attention to the clear application requirements. This thesis lists the law suit of disregard corporate personality , including the necessary main body condition ,administer, cause of action , burden of adducing evidence , making adjudge and the notifying effect of notifying judged cases hoping by studying the above questions ,to put forward some practical advice on the concrete procedure legislation in China.Chapter Three chiefly discusses the concrete application of the institution of disregard corporate personality abroad, introducing the litigation system of which in the US , UK , German and Japan . We must learn from others countries advanced experiences to promote the better development of our institution of disregard corporate personality .Through summarizing the legislation of judicial identifying standards of developed countries , finally the author sums up the present situation of the lawsuit of disregard corporate personality , finally to summerize the judicial identifying standards on the institution of disregard corporate personalityChapter Four studies natively from the aspect of domestic development of the institution of disregard corporate personality in China. The author firstly lists various notices, official written replies and provisions before the issuing of Corporation Law in 1993. Though these notices, official written replies and provisions are not truly the concrete reflection of the institution of disregard corporate personality in the field of judicial practice , which illustrates that our legislators becomes aware of the behaviour of abusing corporate personality, hoping to restrict them legally .Because of the different historical background the issuing of Corporation Law in 1993 doesn't legislate the institution of corporate personality .The new Corporation Law of 2005 has introduced this institution into the provisions clearly. Though these provisions only stipulates in principle, they are significant to perfect the concrete judicial Practice in civil legislation and trial of our Corporation Law represents the legislative skills of our legislators has reached or overstepped the world advanced level in some aspects.