| The company is the most typical enterprise organization form in modern society, it is adapted to the needs of economic development, avoids the shortcomings of partnership enterprises, stimulates social investment, improves the trade convenience, which greatly promotes the development of social economy. Because of this, the company has had a significant influence on the world economy, politics and culture.In2005, for the first time, the theory of the disregard of corporate personality system had been incorporated into the legal system of China in the revised "Company Law of the PRC" article twentieth paragraph third, such a move on the corporate personality denial of law is a great progress for the theory development in China.However, the faultiness and imperfection of legislation lead to the shortage of this system in operating judicial practice. In all the laws and regulations related to the company, Liability subject of corporation personality denials only restricted to the kind of shareholders, but in the actual judicial practice, it is not only the shareholders, but also the other subjects related the company operating who is the owner of the company or the actual bearer of the company operating results.Therefore, the author thinks the scope is quite narrow if the legal norms of the company personality denial system only stipulates shareholder liable to the creditors of the company in the case of the corporate personality denial. On the other hand, the company’s directors, senior executives, or the people who is the company’s actual controller enjoy the same rights as shareholders, but there is not corresponding legal system to regulate their conduct when they are damaged the interests of the creditors of the company. Therefore, the author believes that the company and the shareholders are not actually control the company in the case of the company personality denial, the company and the shareholders is a puppet of some individuals, the creditors of the company should claim to policymakers or practitioners of tort responsibility together with the company eventually benefit owners.This paper is through an actual case, that under certain conditions, should the actual controller of the company and the company board of directors assume personal responsibility to creditors of the company.The first part elaborates on the real case, the goal is to illustrate the necessity and urgency in the judicial practice which requests the company directors, and actual controllers undertake liability for the creditors of company. After that, the company legal person system and personality denial system were expounded, combining with China’s company law and other relevant laws and regulations for the theory of disregard of corporate personality, to explain our country law on the directors, the actual control person liable to the company creditors is missing, this directly led to the company actual controller and the holder of the company operating results to obtain illegal interests through different forms by using legal loopholes.The second part is mainly discusses whether the company director has become the subject of liability after the company personality denial. Firstly, this paper expounds the definition, production and qualifications of company directors, and then discusses the legal relationship between the company’s directors and shareholders and the company, as well as to analyzes director should not bear liability to company creditor directly According to traditional theories of corporation law.and so as to demonstrate the necessity and rationality of company directors liability to the company creditors under the circumstance of company personality denial.In the third part is the conclusion, that is, in certain cases, after the company personality is denied; the company’s creditors may request the company directors, the company’s actual controller liable to the company creditor’s rights, which the company’s shareholders take responsibility at the same time. |
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