China Established Denial System Research

Corporation is a typical form for enterprise organization in the modem society. The corporation obtains its independent personality due to the establishment of corporation system. The system also entitles the stockholders the limited liability. It greatly stimulates the activity of the investors and promotes economic development. However, in practical life, because the independent personality of corporation and limited liability are deemed absolute in the sense and system, the corporate personality system also provides an exploited opportunity for the acts to gain illegal benefits by abusing the corporate personality system while it plays its full economic value. The "corporation problems" arose from the system can not be neglected. It is a permanent attraction for law workers how to make the business system running day by day and meet the needs of economic development. The western scholars have conducted significant researches on the resolution of "corporation problems" for a century. Among them, the legal theory of the repudiation of corporate personality is one of the most important achievements. The theory set up at the end of 19th century in the US. It has been acceptable in UK, Germany and Japan, etc. and become a necessary supplement to the corporation system. It plays an active role in solving "corporation problems" which have been difficult to the western economy for a long time.The corporate system has established since the reform and opening up. The subject status of corporation has basically set up in the market economy since 1993 when the corporation law was promulgated. The corporate system has developed rapidly. At the same time, many "corporation problems" in economic development has arisen gradually. The issue that using corporate personality in fraud of law, evading contract obligation and harming obligees is arising very often and more serious. It is inadequate to deal with these problems only in accordance with the existing law system. As a result, the legal theory of repudiation of corporate personality, which comes from western country, mainly fights against the abuse of corporate personality. Whether the theory can be introduced to our country is brought before the scholars. The writer, as a judge of hearing economic disputes, has met with a lot of abusing corporate personality in law practice. Quite a lot of problems have not been settled because of lack of the relevant stipulations in the law. Therefore, the writer thinks it urgent and necessary to introduce the legal theory of repudiation of corporate personality. But the theory is applied in the case law abroad. It is not identical with the statute law in our country. And there is no single standard for the theory in the application of reason, situation and element. If it is introduced to our country, it needs a detail interpretation and necessary amendment so that the theory will become a part of our corporate system. The writer is trying to put forward the primary thought and conduct research on the system in the practice. The writer also hopes it is helpful to establishment and perfection of our modem enterprise system.There are four parts in this essay besides the preface and conclusion. The first part summarizes the establishment and significance of the theory. The essay begins with the basic characters of corporate system - the independence of corporate personality and stockholders' limited liability. It affirms that the system of limited liability plays a great role in encouraging investment and promoting economic development of the society. At the same time, the essay also reviews changes of the system in practice. It delineates the necessity for establishment of the repudiation of corporate personality. It distinguishes the relevant concepts among the repudiation of corporate personality, the invalid establishment of corporation and compulsory dissolution of corporation by further analysis and comparison. It shows the meaning and basic characters of the repudiation of corporate personality. The repudiation of corporate p...