On Judicial Conviction Of The Disregard Of Corporate Personality

Theories on the disregard of corporate personality system a lot of achievements were made in our law field. And the suggestion to establish the system under the Company Law has been adopted by legislation. At the 18th session of the tenth NPC on Oct.27, 2005, the system was identified in article 20 under Company Law. As a legal regulation, the law which applies only one regulation will inevitably cause the law to be infexible and impractical. This legislation will unavoidably lead to the following consequences in the practice of judicial trial: different interpretations; different judicial convictions, different criteria, unjust trial and then unified jurisdiction of rule of law. All this will undoubtedly affect the effect of the legal system.The regulation can only provides legal foundation. In the practice some concrete standards must be formed to unify and justify jurisdiction. Given that, many scholars began to study the disregard of corporate personality. The thesis focuses on the issue and the criteria for judicial conviction after viewing well-established best practice of other countries and achievements made by chinese scholars.Thesis, through analysis,analog,applying theory to reality and case study,centers around value-orientation, basic principles, concrete criteria, application and outcome of the denial corporate personality and puts forward suggestions about laws and regulations in this regard. The thesis maintains that the denial of corporate personality is one juridical action and its value goal should be the pursuit of fairness and justice. Unifying jurisdiction, stepping up safeguarding corporate creditors'rights.To meet this end, we need to follow certain principles and concrete criteria when this kind of cases are tried. Basic principles consist of the following points: rule of fraud, safeguard fairness, creditors not to carry out or pay no attention, two-phase testification.in the law field there exist different criteria for the the denial of corporate personality. But all of them conform to the value goal. The thesis includes the following five standards: Insufficient capital harmful to creditors; unclear corporate personality harmful to creditors;avert contract obligation and debt harmful to creditors;avert legal obligation harmfulto social interests;social responsibility of coporate personality.The consequences of the denial of corporate personality consists of two aspects: one is for company,the other is for shareholders. For company,independent personality is admitted by law;for shareholders, the denial of corporate personality is the denial of independent corporate personality and regards the corporate personality as the shareholders'.Therefore, the company and the shareholders should bear responsibility.