On The Company’s Denial Of Corporate Personality In The Liquidation

The liquidation of the company system is an important part of the company’slegal system, the liquidation of great significance in maintaining the balance of theinterests of all stakeholders, to ensure the long-term and stable development of socialand economic order. In our accounting practices, however, there are a lot ofshareholder abuse of control over the situation, when the abuse of corporatepersonality and become the tools of shareholders to seek illegal interests, thecompany’s independent personality and limited liability is of positive significance, butto the detriment of creditors interests, and thus endanger the normal transactionsecurity. At this point, if they continue to maintain the company’s independentpersonality and limited liability, the violation of the law to pursue the value of thetarget-fair, justice. Disregard of Corporate Personality is another important part ofcompany law, it is a complement to traditional corporate systems and newdevelopment. At present, many countries and regions to introduce the legal andformed a theory of the system, most of our scholars also believe that the legalprinciple should be introduced in our country, but this theory circle remainscontroversial. The newly revised Company Law in the General disregard of corporatepersonality system, the Company Law Article20, paragraph3, only the generality ofthe terms of its scope and application of the case there was no specific provisions.Denying the problem can be applied in liquidation of corporate personality, academiccontroversy is whether the liquidation of the company with independent legalpersonality, because the company has a legitimate and effective independent legalpersonality is the premise of the applicable law Personality Denial System. As theliquidation of the company before the dissolution of the company’s continuation of thebody, consequent, only by recognizing the liquidation of the company’s legalpersonality independent in order to make reasonable inherited all legal relations of theoriginal company in liquidation. In extraterritorial Company Law practice, before andafter the liquidation of the company to significantly damage the interests of creditors,the situation is not common, so the case does not deny that the applicable legalpersonality. However, in the practice of Law in China, the liquidation situation, butmore significantly damage the interests of creditors, such as shareholders maliciouscontrol company has been the transfer of benefits, the settlement of shareholder manipulation of the illegal disposal of assets in liquidation, the shareholders and thecompany’s assets with this undoubtedly caused damage to the interests of creditors. Ifyou apply only to legal personality independent and pursue the company’s limitedliability if, then, is clearly detrimental to the protection of creditors, the applicablecorporate personality denied that it is extremely necessary; only applicable to thissystem to be investigated for the liability of shareholders in the liquidation of severaland joint liability, in order to effectively protect the interests of the creditors of thecompany, maintaining the balance of the interests of all parties.