The Study Of The Shareholder’s Responsibilities Of One-person Limited Company On The Theory Of Disregarding Of Corporate Personality

The company’s independent personality and limited liability of shareholders isthe core of the modern corporate system. They have played an extremely importantrole in stimulating investment and activating capital market. However, with thetendency of pursuing benefits of natural persons, in order to maximize the economicbenefits, the shareholders have possibility to use these two systems to damage theinterests of others, especially for one natural person shareholder or a shareholder of alegal person company, this problem is also widespread in reality, based on the need toprevent this abuse of the possibility, establishing the system of disregard of corporatepersonality." Company Law" Article20stipulate shareholders who abuse these twosystems to evade the interests of creditors seriously, jointly and severally liable forthis debt,"Company Law" Article64stipulate that shareholder have the liability toprove that his own property independent of the company’s property, this tworegulations stipulate the basic institutional framework of disregard of corporatepersonality for one-man company Disregard, but the content is very principle.Applying this rule in practice has been largely restricted to pursue shareholder’sresponsibility, therefore, it have practical significance to clarify the rules applicable todisregard of corporate personality for one-man company. The unlimited liability of shareholder of one-man company has become a majordifficulty and focus in corporate law research area. For this problem, I try to exploreunlimited liability of one-man company from the perspective of the system ofdisregard of corporate personality for one-man company, through a comparativeanalysis with limited liability, clarifying elements and situations which shareholdershould take the unlimited liability, in order to deal the problem of unlimited liabilityin one-man company which our future legal research and legal practice facing.In support of the principles of independent personality of the company andseparation, the limited liability system meet the people aim of risk aversion hasgreatly stimulated investment, promoting the development of society and economiceffectively. But when shareholder only pursuing the economic interests and ignoringfair value, shareholder often abused independent legal personality of company anddeviated the principle of separation of the corporate system, leading to abuse legalpersonality, withdrawing funds secretly, confusing organization and confusing acts,and when they should responsible for evading legal and contractual obligation,theyclaims that shareholder should be protected by the principle of limited liability.We should integrate theory with practice, when do further theoretical researchon the elements of applying the unlimited liability systematically, analyzing the casewhich applying the theory about disregard of corporate personality for one-mancompany, concluding the induction of cases, studying the behavior of corporatepersonality abusing systematically, making theory and practice constantly running,improving the theory about disregard of corporate personality for one-man companyconstantly to protect the interests of creditors and maintain stable economic relationsand promote economic development.