Exploration For Disregard Of Corporate Personality System

The aim of setting up the disregard of corporate personality system is re-adjusting unbalanced interests which is to achieve the correcting and virtual fairness and justice. So this system doest not negate the corporate legal personality system while it’s the complementary part of it. As for this system, its working way is sticking two foundations of corporate independent personality and shareholder limited liability in principle, mean while the court strictly disregard the corporate personality per lawsuit appeal of plaintiff at detailed suit case. During the detailed suit case, the court will disregard the corporate personality and then to request related shareholder to undertake compensation liability.China imported this system in article twenty paragraphs third and article sixty-four when the corporate law was revised in year 2005. But these two legal provisions are too simple and conceptualized with no detailed operation description especially for applicable elements which caused rare application cases. The related persons including judge and litigious parties are confused for the understanding of this system. So this article researching method have several steps. First step is doing the theoretical investigation by using method of objective interpretation and historical interpretation to study the core substance of the disregard of corporate personality system. Second step is to analyze the theory and practice for main foreign countries about the disregard of corporate personality system. Third step is to analyze two typical domestic judicial cases by using method of positive jurisprudence. These two cases are XCMG v. Chuanjiao Gongmao and Yingmao trade v. Huaping Jingshuo power. Based on above researches, this article put forward some detailed proposals for better applying the disregard of corporate personality system from several different ways. For example, as for legislation, this article gives some improving suggestions such as rule coordinating, rule completing, expanding for the subject of legal responsibility and the definition for investigating the responsibility etc. As for justices, this article suggests that judicial interpretation should be detailed, clear and complete etc. Finally, especially for the issue of applicable elements, this article gives some detailed improving proposals from five different ways such as elements constitution, subject, action, result and subject etc.