Comparative Analysis Of Chinese And American Personality Negative System

The corporate personality denial system is vividly called "piercing the corporate veil system" in the United States, this system is based on corporate independent personality and shareholders limited liability, recognizes the existence of the two cornerstones as the premise. The system are closely related to the company system and corporate personality, so this paper focuses on the structure, meaning and defects of independent personality and shareholders limited liability, this paper argues that the defect resulted in generation of corporate personality denial system. The basic meaning and value of corporate personality denial system have been many academic thesis, this paper attempts to discuss the significance of the system from the good faith principle and the prohibition abuse rights principle. Early in the last century, the United States Court established the corporate personality denial system based on circumstances existing in reality, and introduced corresponding legislation and jurisprudence, the system in the United States had gone through three stages, today produced many theories. China’s "Company Law" first established the system in the form of the statute when amended in 2005, but the paper argues that the relevant legislative provisions were too vague on the responsibility main, responsibility scope, responsibility nature, the burden of proof, etc, easily lead to ambiguity, and not conducive to guiding judicial practice. This paper explains the related legislative provisions, and puts forward a number of important issues. This paper argues that corporate personality denial system as an exceptional company system, its applicable conditions should be strictly grasp, from the program, the court may not take the initiative to apply, should take the parties stand as the premise, in entity, should strict scrutiny the body specified conditions, behavior conditions and results conditions from "Company Law" Article 20 and Article 63, denying legal personality in specific legal relations. Although the corporate personality denial system into China’s "Company Law" is a major breakthrough in the history of our legislation, but we should also recognize that there are still many shortcomings of the system clearly, we need continuing to learn and absorb foreign legislative experience and technology, and combined with China’s national conditions, to further improve the corporate personality denial system. This paper argues that the corporate personality and shareholders limited liability as useful supplement should be clear and have specific circumstances, to explain some specific issues, continue to deepen the theory of the system, summarize the judicial practice of the system.