The Study Of Civil Liability In Piercing The Corporate Veil

The rule of piercing the corporate veil is established by the amendment ofcorporate law in2005, which specify the shareholders’ unlimited liability in the formof statute law. This rule is the breakthrough of independent legal personality andshareholders’ limited liability in order to realize the value of fairness andjustice.However, the shareholder’s liability just to be joint liability in corporate lawof our country, which not specify to unlimited joint and several liability or supplementliability and lead to the same cases be different judgments. Compare with the foreignlegislation and judicial practice, our country still has certain disparity. In order toprotect the interest of creditor, this article will be from the angle of civil liability toanalysis and study of the piercing the corporate veil.Part one elaborates the liability basis of piercing the corporate veil. This partmainly analyzes the liability basis of the piercing the corporate veil by three aspectswhich are theoretical basis, value orientation and the comparison of related system.Part two discusses the liability nature of piercing the corporate veil. The firststage, analyzes the related theory of the liability nature of piercing the corporate veil.The second stage, comparing with the joint liability nature of other countries, andcome to the conclusion that the joint liability is unlimited joint and several liability.Part three introduces the study of liability application of piercing the corporateveil. Firstly, this part specifies the main responsibility subject includes actualcontroller, dormant investors, related directors. Secondly, the types of liabilityapplication are significantly less capital, personality confused, avoid the contractual and legal obligations. Thirdly, the application scope of the liability should not limit tocontract and tort field, and it should extend to the field of tax and bankruptcy.Fourthly, the scope and extent of onus probandi are analyzed, because it related to theimplementation of piercing the corporate veil. The last, make sure that shareholders’liability amount should be unlimited.Part four discourses recommendations of piercing the corporate veil. This partbase on the study of the judicial practice, conclude the shortage of that rule in ourcountry.Then summarize the application principle and available measures to thesystem of piercing the corporate veil.