Corporate Personality Denied System

The concept of disregarding the corporate personality refers to the legal practice in which, While recognizing the legal personality of a corporation, disregard in some specific legal situations the corporate personality and the limited liability of shareholders and directly hold the persons hiding behind the corporate veil responsible . This concept dates back to the 19th century America, and it became popular in OK and Germany earlier in the 1950s. This concept effectively helps to achieve equitableness through making afterwards remedies to the negative effects the corporate legal personality system produced, and this promotes the development of the corporate system. In our country, Conducts that abuse the corporate personality abound. In addition, because the concept of disregarding the corporate personality has not been found recognition in law, it has a profound meaning to study this system and adopt it in out legal system. In view of this, this article makes a research in the theory of disregarding the corporate. Personality and analyzes the necessity of establishing this system, also I puts forward my own suggestions disregarding the corporate personality. The purpose of this article is to strive to push forward the establishment of the mechanism of disregarding corporate personality in our country .The basic character of the corporate personality can be epitomized independence and equality, in which the independence of the corporate personality is the most essential and also is its essence presenting in corporation field. The equality of the corporate personality refers that, as a law body, a corporation is equal to other ones with body qualification, or the corporate personality and other law bodies' personality have got the same quality. The function of he corporate personality is to encourage economical improvement and to balance each part interest. The paper also points out the disadvantages of the corporate personality: 1, danger of corporation shareholders developing predominant position .2, moral hazard hiding in the corporate personality. Furtherly, the concept of disregarding the corporate personality developed.Through study the general principal of the concept of disregarding the corporate, the paper states the law character of the concept of disregarding the corporatepersonality, including: 1, the concept of disregarding the corporate personality is to deny to qualified corporate personality in specific law relationship rather than to deny the independence of the corporate personality completely.2, the concept of disregarding the corporate personality is to perfect and develop the corporate personality so that it could guard law just and equality value.3,the direct result of the concept of disregarding the corporate personality is to deny corporation shareholders' limited liability, seeking some stockholders liability rather than canceling corporation business body qualification. The law value of the corporate personality is to realize changed fair and to perfect the independence of the corporate personality and corporation shareholders limited liability system.. At last, achieving law real goal, it protects debtor' interest and social public interest, through perfecting and complementing the old corporation system, pushing the development of modern corporation system. The concept of disregarding the corporate personality's suitable conditions include main body, behavior and result. Main body refers to the abusers of corporate personality, its victim and people who are entitled to claim with the concept of disregarding the corporate personality. Behavior refers tol, avoid law and contract liability with corporate personality; 2, corporation abusive behavior. Results refers to corporate personality abuse corporate personality to suffer others or society. The concept of disregarding the corporate personality is fit to pretense investment, abusive opening corporation, mother corporation control branches and corporation escape management.The most important countries such as America, England ,Germany and Japan have got quite completed ideas of the concept of disregarding the corporate personality. America created the concept of disregarding the corporate personality earliest and also carries out it most popurlarly.lt uses legal precedent mode and, according just and equality value, the court trial single case. The UK is common law country, but in practice of using the concept of disregarding the corporate personality, which adopts constitution law to avoid abusive judicial right intruding corporate personality. In Germany, the concept of disregarding the corporate personality is considered as durchgriff duty, which is called "perspective theory". On June 22, 1920, German supercourt firstly disregard the corporate independent personality in judicial case, regarding single shareholder and corporation as one body, which open the way to Germany perspective theory. In 1950s, Japan introduced American legal precedent of the concept of disregarding the corporate personality. Later, it began to confirm shareholders and trustees behavior liability to corporation in judicial case and law. Two judges in Japan used civil law's honesty principal to makeup law shortage, opening the concept of disregarding the corporate personality in Japan.The focus and innovation of the paper is to build and perfect China concept of disregarding the corporate personality. Firstly, I generalized Chinese law condition and practice of the concept of disregarding the corporate personality, pointing out the disadvantages in law and, on the base, I argued the law idea of using constitution law to set up China concept of disregarding the corporate personality. In China, some shareholders abused corporate personality to suffer debtor' interest and social public interest. Abusive main body is corporation shareholders, whose behavior include: lack of management capital, escape debit through corporation, mix corporate personality, corporation unjust control and profit illegally via corporation. To these problem, I think we should build the concept of disregarding the corporate personality through the following ways: 1,add fit able principal rules to it, 2, revise corporation law, adding the concept of disregarding the corporate personality part and specialize its conditions, situations and exceptions.3, make clear liability body and ways in the concept of disregarding the corporate personality, standardize its start procedure and quote up-down rule'in case.4, reinforce assorted law building and the timely usage and perfect of judicial explanation, developing a set of the concept of disregarding the corporate personality law system. In the paper, there-in-one build system of the concept is my innovation.