| What is the definition of the system of Corporation Disregard of CorporatePersonality? How to define the prosecution of Corporation Disregard ofCorporate Personality? The thesis simply introduces how to institute legalproceedings of Disregard of Corporate Personality by leading in real practicalcases in the preface, namely, the constitutive requirements of prosecution ofCorporation Disregard of Corporate Personality. The system of CorporationDisregard of Corporate Personality has been stipulated in Clause20and Clause64in Company Law, which sources from the theory of "Piercing the CorporateVeil" in Anglo-American law systems.The thesis firstly illustrates the source of the system of CorporationDisregard of Corporate Personality and introduces the relationship between thesystem and Corporation Disregard of Corporate Personality and limited liabilityof shareholders, as well as the characters of the system for the purpose ofrevealing the necessity of generating of prosecution of Corporation Disregard ofCorporate Personality.The corporate juridical person possess independent personality; justbecause of confirmation of this independent personality, which causes corporateresponsibility separates from liability of legal person, namely company bearsunlimited liability while shareholders undertake limited liabilities in terms ofcontribution of capital. The establishment of limited liability, on the one hand,reduces the investment risk of investors; on the other hand, it also increases theinvestor confidence and investor confidence in some degree and boosts harmonyand rapid development of social economy. Regarding its true essence, thelimited liability of shareholders fails to fundamentally eliminate transaction riskbut transferring the risk to creditor, in general, which prompts the increasing ofsocial wealth and shows reasonability. However, everything has two sides; thereasonability has irrationality on the side at the same time, in other words, anyreasonability of system stands on the special boundary in some degree.Shareholders abuse of the independent status of the corporate and limitedliability of shareholders, which have exceeded the limitation of laws. Therefore, the independent personality of corporate shall be denied on this occasion; theshareholder behind shall be ordered to be responsible for joint responsibility tothe obligatory right of company. Actually, the repudiation, as an exception ofcompany independent personality, is not completely negative to companyindependent personality, but can be only used in specific legal relation as well asspecial cases. The establishment of the system not only subverts independentpersonality of corporate juridical person, but also further completes andreplenishes the personality of corporate juridical person. The generation ofprosecution of Corporation Disregard of Corporate Personality can preferablyprotect related benefits and rights of the body. They can better maintain ownlegal rights by instituting legal proceedings of Corporation Disregard ofCorporate Personality in the event of the rights of interested party areencroached, meanwhile, the rule of law, as well as the social morality and justicecan be perfectly realized.The article systematically illustrates the procedural operation of Chineseprosecution of Corporation Disregard of Corporate Personality. Perfectlyensuring the operation of system of Corporation Disregard of CorporatePersonality by continually completing and developing the prosecution ofCorporation Disregard of Corporate Personality so that the legal rights of partiescan be perfectly ensured; meanwhile, the idea of justice and fair can be realized.The special case of One-member Company shall be paid attention duringthe period of instituting prosecution of Corporation Disregard of CorporatePersonality. One-member Company as a special form of Limited LiabilityCompany has significant meaning on stimulating investment desire of investors,as well as boosting the prosperity and development of socialist market economy;however, in the aspect of proving liabilities, it's different from common limitedliability company when instituting prosecution of Corporation Disregard ofCorporate Personality to One-member Company. |
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