Study On The Case Of Company Law Personality Confusion

The Corporation Law issued in 2005 and article 20 introduced disregard of corporate personality. Subjective faults and objective damages are the criterion to judge the abuse of rights of shareholders. The article 64 made a special provision to one-person company with limited ability to deny the corporate personality in the condition of prosperity confusion. In the academic, the scholars held the opinion that there is comprehend the relationship between the article 20 and the 64. Article 20 is a general provision and article 64 is special provision. Due to the explanation in legislation, he author thinks the article 20 and the article 64 lack of a bridge logically, and we can not regard them as general and special provision. Though confusion of corporate personality may the result of shareholders abusing rights, it does not mean confusion is abuse. They are different. And this opinion has been proved by academics. In practice, the Supreme People’s court and the case No.15th, Chengdu Office of China Cinda Asset Management Co., Ltd both mentioned the case Sichuan Tailai Decoration Engineering Co., Ltd. v. Sichuan Tailai Real Estate Development Co., Ltd. and Sichuan Tailai Entertainment Co., Ltd. In fact, it has brought through the limitation of Corporation Law denying personality confusion applying to corporate personality. And it also identified the sister corporate personality which violate the principle of good faith, and even denied the dependent personality of debtor corporation and judged the three companies undertaking joint liability of debt together. This practice reflected the bound utilization between rules and principles, this method is limited by statues in our country obviously. In one hand, it requests us to discover the basic theory of company law through trial idea of court, in the other hand; we should resolve problems about affiliated enterprise personality confusion with a logical process of improving legislations.Scholars’ opinions do not have much difference on related problems based on purity when facing challenges of judicial practices. Generally practices guide systems fully, search and verify in practices constantly,accumulate experience, to realize the improvement of corporation legislation in the future. In view of the statue law of our mainland and the development of economic and social, it is integral to establish deemed standard in legislation and develop judges’ discretion power. This article believes that legislation should combine current corporate legislation system, put emphasis on analysis of legal provision, and then academic can put forward feasibility thorough measures, explaining regulation of current incidence relations on the subject and explicating to affiliated company, regarding the confusion of prosperity, staff and business as the reference factor of denial of corporate independent personality. Based on the improvement of legislation, the author think, no matters what is the hold to proof link when judges dealing with litigation of confusion of the denial of associated company law personality proposed by creditor. Distinguish between creditors on voluntary and involuntary creditors, generally with a particular burden of proof. On this basis, choosing the right kind of accountability and responsibility can balance the interests of the parties, the actual realization of fairness and justice.The first part of this article is the case review, stating the relation of personality confusion of the 15th guiding case of the Supreme People’s Court and the dispute of Chengdu Office of China Cinda Asset Management Co., Ltd and Sichuan Tailai Decoration Engineering Co., Ltd.The second part is case analysis, introspection basing on the practice and demonstration on 5 aspects.The third part discuss of legislation development, proposing feasible advice through functional analysis and the current comprehension company law system.The fourth part is the most important one, stating, the burden of proof issues, which distribute burden of proof reasonably to guarantee fair of program..