The Development In The System Of Disregard The Corporate Personality In China

The corporation plays an important position in modern market economy. It is the main form of enterprise to create wealth in modern society. Whether the system of corporate law is perfect or not will have a great effect on the development of society and economy. The produce of disregarding corporate personality system will remedy the unfair in the system of corporate legal personality in reality. It is a useful supplement to the system of corporate legal personality, and a symbol of the development. The system of disregard corporate personality defends the modern corporate legal personality on the whole through disregarding for the independence of corporate legal personality and the limited liability of shareholders in the specific legal relationship. The Corporate Law which has been amended in 2005 introduces the system of disregard corporate personality, which provides that the shareholder of a corporation should take the related responsibility when he or she abuses the independence of corporate personality and the limited liability of shareholders to damage the interest of creditors. The system which developed in the common law was famous for the complicated content and hard to summarize and conclude. Whether the system of disregard corporate personality had its effect or not after seven years of judicial practice in our country? What problems had been emerged? How can we improve it? These questions is worth discussing and researching. This article plans to give some suggestion to the makeup of disregarding corporate personality system in our country through three parts.In the first part, there is an overview of the disregarding corporate personality system. On the one hand, the article introduce the origin, the concept, the feature, and the legal basis of the disregarding corporate personality system. On the other hand, the article introduce the system of disregard corporate personality in Britain, America, Germany and Japan, to provide references in our country.In the second part, mainly introduce the present situation and the problems of the disregarding corporate personality system in our country. On the one hand, collecting the law of the disregarding corporate personality system in our country, and mainly expounding the applying to the disregarding corporate personality system in the liquidation. On the other hand, discussing the problems of the disregarding corporate personality system in the legislation and judiciary. The problems about legislation include four aspects:the structure of rules, the range of application, the burden of proof and the extent of damage. On the judiciary, the article focuses on the relationship with Article 20 and Article 64 in Corporation Law.In the third part, the article advises some suggestions to the development of disregarding corporate personality system. Firstly, providing the applicable conditions of disregard corporate personality system clearly including the principles, the components and the types. Secondly, providing the applicable rules including the competent court, the third party’s qualification and the effect of the judgments. Thirdly, improving the matching rules of disregarding corporate personality system in tax law and the bankruptcy law. Fourthly, providing the particularity of the parent-subsidiary company in the system of disregard corporate personality.