Limited Shareholder Liability Exception Applies

As the basis for the establishment and improvement for various corporate laws, there are distinctive flaws existing in the shareholder limited liability system itself, which results in a large number of occurrences of the abuse of the corporate judicial personality and limited liability. Meanwhile, we should not negate this system completely for such flaws. The only feasible way is to improve the shareholder limited liability system and take measures to make up its flaws. For these reasons, the exceptional application of the shareholder limited liability system was established and improved as an important system in western corporate law systems to make up the flaws of the shareholder limited liability system and protect the interests of the creditors, which has effectively solved the " corporate problems" disturbing the western economy for quite a long time. At present stage, the system of exceptional application of shareholder limited liability has not been formally introduced to China, so when there are large number abuse cases of corporate personality or limited liability, there is no legal measure to limit and regulate them. Because of these factors, this article is written in an attempt to analyze and discuss the origin, definition, character, applicable conditions and applicable cases and so on of the exceptional application of the shareholder limited liability system through dialectic, historical, comparative means and value analysis. Also it makes some beneficial explorations to the necessity and possibility of adopting this system and the specific legislative assumption. This article is composed of five parts (nearly 40,000 words) expect the introduction and conclusion.The first part discusses the definition, value, flaw of the shareholder limited liability and the origin of the exceptional application. Through the in-depth analysis of the definition, value and flaw of the shareholder limited liability system, it is pointed out that it is impossible at least at present stage to abolish this system, and the only correct way should be: improve the shareholder limited liability system, and take measures to make up the flaws ofthis system, by this way, this article reveals the value basis and historical cause of the occurrence of the exceptional application of the shareholder limited liability system.The second part discusses the fundamental legal principle of the exceptional application of the shareholder limited liability system, by analyzing the meaning, character and value of this system, and comparing the exceptional application of the shareholder limited liability system with the renunciatory meaning of the corporate personality and the relationship, it reveals the real connotation of the exceptional application of the shareholder limited liability system, and points out that, the commonly asserted "denial of corporate personality" in the theoretical circle of China shall be the "exceptional application of the shareholder limited liability" in essence, because the term "denial of corporate personality" means the total denial of the main body qualification of the corporation , and the term "denial of corporate personality" can be replaced by " complete denial of the corporate qualification".The third part discusses the specific application of the exceptional application system of the shareholder limited liability. This part systematically elaborates the key factors and conditions of the application of the exceptional application system of the shareholder limited liability, and discusses the undertaking body, undertaking way and undertaking characteristic of the shareholder liability under the exception application of the shareholder limited liability system. Also it discusses the specific judicial operation and points out that the abuse of the exceptional application system of the shareholder limited liability, and thus draws the outline of panorama of the exceptional application of the shareholder limited liability.The fourth part discusses the status quo, harm of the abuse of the corporate p...