One Disregard Of Corporate Personality System

In2005，the newly revised Company Law has regulated one-man limitedcompany limited for the first time.There is no doubt that the newly regulationimprove our current legal system. The one-man company with its independent legalpersonality and shareholders’ limited liability, greatly mobilized the enthusiasm ofinvestors, and promote the further development of the productive forces. But one–manCompany has only one Shareholder and limited liability, coupled with the profit-drivenof the capital, these features may easily lead to abuse of independent legal personalityand limited liability of shareholders, the one-man company becomes a tool by whichthe shareholder can gain personal interests, infringements the interests of creditors,destroys the normal trading order of market economy. In connection with theseinherent flaws of the one-man company, the Company law which published in2005recognizes the legal status of the one-man company and provides a series ofrestrictive provisions to regulate the one-man company. Although there are strictsystems of registered capital, prohibiting of erecting a one-man company, registrationpublicity, written records, Mandatory accounting and auditing system. However, dueto the special nature of the one-man company, still not enough to effectively curb theshareholders of a company behavior of the misuse of legal independent personalityand limited liability. In order to balance the interests of relations between the twosides of the transaction, and maintain normal trade order, the new amendments to theCompanies Act provides that the disregard of corporate personality system as anafterthought remedies. Article20of the company law limits liability companypersonality denial system, article64makes a specific provision on the application ofpersonality denial. These provisions regulate a person’s conduct of operations，fillrelevant legislation blank, and have significant theoretical and practical significance inperfecting one-man company’s regime.However, with the further development of China’s market economy,Shareholders who abuse a corporate personality and limited liability behavior has alsobeen a new change in practice. The means of shareholder of one-man company abuse of corporate personality become more secretive and diversity, it has been far beyondthe legal requirements applicable to the company for a human case of disregard ofcorporate personality. The article20of company law has regulated there is shortcomings of corporate personality system. Article64of one man company inimplement the applicable burden of proof is too narrow circumstances, coupled withthat China has not issued the relevant judicial interpretations for further refinement tothis rule at present. Therefore, it is inevitable shortcomings and defects. in specificapplications. Therefore, on the basis of previous studies, I try to further explore ourcorporate personality system and make some suggestion in perfecting it. The paper isdivided into five parts:First, it describes basic theory and system of one-man company, there are fiveparts. The first aspect explains the concept and characteristics of one-man companyand has the characteristics, divides the company’s basic type and detail variousmeanings one-man company according to the current academic mainstreamclassification criteria for one-man company. The third aspect introduces China’seconomic presence in the form of one-man company. The fourth aspect analysis thevalue of the company system and consider one-person company as a new corporatesystem. The fifth aspect of the new Act introduces how to regulate a person’s flaws,mainly divided into pre-and post-regulation regulation both types of measures.Second, overview corporate personality system. This part is divided into fourareas. At first, introduce the meaning of corporate personality system. Then introducethe characteristics of corporate personality system. Thirdly, introduce thedevelopment experience of other countries. Fourth, introduces the production anddevelopment of the corporate personality system in our country.Third, analyze the importance of the one-man company.This part discussescorporate personality system mainly from two aspects. First, applying corporatepersonality system to one-man company contributes to the pursuit of legal value.Second, applying corporate personality system to one-man company contributes tothe corporate system.Fourth, discourse the elements and basic conditions of applying corporatepersonality system to one-man company. At first, introduce the element and then the basic situation of corporate personality system in one-man company.Fifth, introduce the application and perfection of corporate personality system ofone-man company in our country. Introduce the innovation and development ofcorporate personality system of one-man company. Point out some shortcomings anddeficiencies of corporate personality system of one-man company. At last, I makesome suggestion in the perfection of corporate personality system of one-mancompany.