On The System Of Disregard Of Corporate Personality In The Application Of Non - Bankruptcy Liquidation

It is a very important content of company's legal system that company'snon-bankruptcy is cleared. The company has the corporate personality from itsestablishment by law of the day, which has been extend to dismiss and clear upaccount, The corporate personality isn't eliminated until the company terminated bylaw. The company clearing divides into bankruptcy clear up account andnon-bankruptcy clear up account. For Chinese company, non-bankruptcy clear upaccount occupies greater proportion. Non-bankruptcy clear up account has animportant meaning in maintenance benefit balance of each interest person of company,avoiding causing dispute because of the unequal benefits and guarantee that socialeconomy order is longterm and stably developing. But there are plenty of things-existin our country, such as writing off the companies through clearing up account forcreditor's right and liabilities, which are not cleared by non-bankruptcy clear upaccount or the company abandoned after being canceled. "It is that the companyshareholder has abused actually corporate personality system and escaped the dutythat should be fulfilled, also disobeyed the honest reputation principle of the civil law.The company law of modification in general rules built up denial of corporatepersonality system, but this is just a principle because there is no concrete provisionfor scope of application and condition. The company law personality denial systemcomes from the judicial precedent of the American courts, this legal principle goesfrom a hundred years, but there is still no unified conclusion in the aspect of usingimportant document and occasion. Although all countries admit the companypersonality independence and the shareholder limited liability have the premise of thewidespread usage to use this legal principle carefully for the exceptional condition ofthe company personality independence. However, various exceptional conditions stillpass the succour after the event by judicial judgment basically to correct unequal allotment causing by abusing company personality because of having no law to rule definitely. In the corporation law practice of foreign company, the existent problem isn't unpopular in non-bankruptcy clear up account, so there isn't too much case that making use of the corporate personality to deny the legal theory. This paper thinks that there are more existing problems in non-bankruptcy clear up account owing to the practice of our country company law, it should use the company law personality to deny the legal theory and pursue the shareholder personal responsibility in order to protect-benefits of the creditor, and defend the benefit balance of each aspect.