Theory Of The Application Of Piercing The Corporate’s Veil In Our Country

Piercing the corporate’s veil is a very important system in the modern company law,known as the cornerstone of the Companies Act, specifically refers to when the shareholdersof the company’s abuse of the company’s independent status and limited liability ofshareholders led to damage to the legitimate rights and interests of the creditors, you canpierce the veil of the company, so this should be only the company’s debt with its limitedliability of shareholders of the debt limit of the capital held jointly and severally liable.China’s "Company Law" in the form of statutory law to determine the system, but nearly tenyears since the Company Law Amendment since2005, the system applies where there is stilla lot of controversy. This specific practice judges at a loss to the system specific standardsapplicable to what? Applicable to the case including those aspects? The judge in the case ofapplication have been identified, how will the various complicated situations in practice todetermine compliance with the applicable conditions, these problems are not the authoritylevel be answered.In response to these problems exist, combined with the specific case in the form ofpractice from the Analysis of the four parts of Disregard of Corporate Personality system, andultimately arrive legal basis for the existence of personality denial system is lacking, with theprogress of society, variousthe emergence of a new form of company, Piercing the Corporatewill eventually be other systems in place to gradually fade out of our sight.The first part of this article is from the general to the system outlined by the evolution ofthe system to other countries on the requirements of the system, and also from the point ofview of comparative law outlines its specific meaning as well as the legal basis. Also madethe introduction of China’s existing laws, Piercing the Corporate introduced from a macroperspective.The second section specifically discusses the application of Piercing the Corporate,including the applicable premise applies to the specific circumstances as well as the legalconsequences. This is the focus of this article chapter applicable Piercing the Corporatepremise that the legitimate interests of the creditors through other system has been unablerelief, saying Personality denied the status and role of the system is to complement theexisting legal system. As to the specific circumstances applicable in this article from the flawsof capital through specific case, personality confused with shareholder excessive control threeaspects to be addressed, different from the practice for the same problem verdict, and the judge applies the system difficult come to the system applicable in practice, it is difficult todevelop a very detailed and uniform standards. Final acceptance of liability, jointly andseverally liable on the debt because the law only in general terms to the abuse of the rights ofshareholders, but did not specify what kind of joint and several liability, so I released from thedistinction between two joint and several liability, and the Shanghai High Court views startingto come to the applicable legal personality to shareholders on the company’s debt bear jointand several liability of the supplement, and is not required by the pre-procedure to determinethe joint and several liability of the company’s inability to repay the additional deny the legalconsequences of the system.Part III introduce exception of two companies in the form of the applicable Piercing theCorporate---special purpose company and group companies, a special purpose companyestablished by the original interest in human realization financing, is not independent of itsassets and also placesthe establishment and operation of company personnel, etc. are incompliance with the applicable conditions of Piercing the Corporate, but the presence of sucha company is in form and feature. As for the group of companies it is tempting to excessivecontrol linked subsidiary of the loss can be said to some extent, due to the parent company,including all aspects of the management of the subsidiary, one of the conditions of applicationof the system denied legal personality---a certain amount of independence, but it really is aseparate legal entity. So, with the development of new industries, the future also will appear inthe form of different types of companies, how to consider the system will be applicable in thenew era we face huge dilemma.The fourth section describes the other the substitutability of several system, and hope thatthrough the improvement of other related systems, allows Piercing the Corporate eventuallyfade out or disappear in our legal system. After all, the legal personality denied the systemapplicable decided to improve the situation of China’s legal system.This article is no longer confined to deny the uncertainty analysis of the applicableconditions of the system of corporate personality, but in the analysis of the practice ofDisregard of Corporate Personality discussed on the basis of the system is applicable to thespecific circumstances of the existence of the system, and not very widely applicable’snecessary, after all, the company’s independent personality is the basis of the company’ssystem, not can easily denied. And deny the system is only the presence of a complementarylegal personality, when the other system is able to completely solve this problem, the system will lose the basis for the existence of which is many foreign countries are not the systemwritten into the statute law level reasons. So, we need to do is the perfect alternative legalsystem, rather than clinging to develop a very determined and uniform application ofstandards and conditions.