Analysis Of Corporate Personality Defects Civil Liability

This article begins with the concept of "corporate Personality",analyzing the fundamental features of corporate personality and its key element,then defining the concept of the Defect of Corporate Personality,stalin8 up its main sorts and expresses.Basing on this,the article then points out the imortant question about the civil law liability,and gives related review and legislative advice in the end.The article includes three parts except the preface:PartⅠ:The implication and fundamental features of Corporate Personality.It begins with the basic concept of Personality,then defining the concept of Corporate Personality,analyzing the two fundamental features:Independence and Equality,and the three key elements:Corporate Property, Corporate Will,Corporate Civil Activity Capacity.It firstly define the concept and features of Corporate Personal ity Defect combining the basic element of Corporate Personality,then gives expound about its main sorts and expresses,pointing out that the corporate personality defect results from shareholder's investment defect,including false investment and investment being drawn back after registration,abusing the corporate personality,violating the duty of loyalty and diligence by directors,supervisors,and high-ranking administrative personnel,having no cancel register after corporation dismissed.PartⅡ:The main content of civil liability about Corporate Personality Defect.It' s the emphasis.This part defines the concept of Civil Liability firstly,then analyses its characteristic under Corporate Law and put the emphasis on civil law liability about the corporate personality defect. False investment liability includes not-fully-paying liability,replenishing duty,investment security duty and the liability on medium organizations such as capital evaluating,checking,testing and verifying.Duty of drawing back investment includes the liabilities the breaking-the-rule shareholder bears to the corporation,other shareholders and the creditors.Liability upon abusing the corporate personality is often to deny the personality and the wrong shareholder is severally liable for the corporate debts.Liability about violating the duty of loyalty and diligence by directors,supervisors and high-ranking administrative personnel includes profit-transferred duty and tort liability.The liability in corporation dismissed is mainly about liquidating duty, including compulsory liquidating duty,tort liability,promise-to-public duty and other duties based on short investment.The article also analyses whether the liquidator should be imposed liability when the creditor don't declare their rights in the designated period after they are correctly informed or announced,and expounded the civil liability of the corporation resulted from the business unrelated with the liquidating.PartⅢ:Evaluating about the civil law liability system on corporate personality defect in our Company Law and my legislative advice.This part firstly gives a high value on the Law,then puts the emphasis on its deficiency about civil liability on corporate personality defect combining judicial practice,and puts forward legislative advice on some unmentioned questions,basing on incorporating judicial advanced experience and common views from the theory circles.