Research On Shareholders’ Responsibility In Institution Of Disregard Of Corporate Personality

This thesis is aimed at exploring into the shareholders’ responsibility in institution ofdisregard of corporate personality. As the core content of modern corporate system, theindependent corporate personality and shareholders’ limited liability play a crucial role instimulating investment, protecting shareholder’s interests and promoting economicdevelopment. Although the shareholders can benefit from the limitation of shareholders’limited liability, the creditors’ take greater risks in the long run. With the aim to protect thecreditors’ legal rights and interests, principle of disregard of corporate personality has beenintroduced into legislation practices by many countries so that the shareholders who abuselimited liability take on unlimited duty, and meanwhile benefits risk among corporation,shareholders and creditors can be balanced. The thesis discusses the basic theory of theinstitution of disregard of corporate personality and the detailed things of properties,characteristics, applicable cases, bearing way and range of shareholders’ unlimited duty.The thesis discusses the shareholders’ responsibility in institution of corporate personalityof China in details and put forward a proposal on reconstruction of shareholders’ directtaking on duties in China.The thesis includes introduction, body and conclusion, with body composed by thefollowing four parts:The first part gives a lengthy summary of shareholders’ responsibility in institution ofdisregard of corporate personality. At first the thesis gives an overall explanation of thevalue of limited liability in corporation system and provides an analysis of the challengethat shareholders’ limited responsibilities faced with. Then the thesis analyzes the basis thatshareholders should take on unlimited duty from the conclusion of shareholders’ unlimitedduty complementing limited responsibility. And finally, the thesis summarizes the course ofestablishment of institution of disregard of corporate personality in China and its legalsignificance. The second part gives an overall explanation of the theoretical foundation ofshareholders taking unlimited duty, that is, the basic theory of disregard of corporatepersonality. The thesis firstly analyzes the production background and theoreticalcharacteristic of disregard of corporate personality, including study of application ofdisregard of corporate personality in continental law system and Anglo-American lawsystem and a comparative study of shareholders’ duty in other countries. Then the thesisanalyzes the value orientation of disregard of corporate personality. Finally the thesis givesan overall analysis on the application element of disregard of corporate personality from thefour aspects of precondition and essentials of subject, conduct, and result.The third part gives an overall analysis of shareholders’ unlimited duty in theory ofdisregard of corporate personality. The thesis firstly analyzes the properties andcharacteristics of shareholders’ unlimited duty. Then the thesis summarizes the concretesituation for the application of disregard of corporate personality. And finally the thesisgives an explanation to the bearing way and range of shareholders taking onresponsibilities.The fourth part analyzes the necessity of establishing disregard of corporatepersonality in China and the defects in theory and judicial practice. Based on this, the thesisproposes some new ideas for shareholders’ responsibility in institution of disregard ofcorporate personality.A conclusion can be reached from the discussion: experience of other countries shouldbe copied so as to improve the theory and judicial practice of disregard of corporatepersonality in China and meanwhile to construct the legal system of shareholders’responsibility, in order to perfect disregard of corporate personality with Chinacharacteristic.