Under The Subscribed Capital System Of Company Personality Denial System Research

At present, the provisions of the company law of the People’s Republic of China, our country canceled the registered capital of a company with the lowest amount of system; at the same time, company capital system by paid system is statutory capital system has been changed to subscription system; simplify the market main body of residence registration, by the specific provisions of the conditions of local government; canceled the verification procedure it; stopped the company every year to declare and commercial inspection system, corporate annual report of the public system instead. In this way other companies, units and individuals can be through the network or other channels to the company. At the same time the implementation of paperless electronic license is the electronic business license. Although this series of measures will encourage the public to stimulate the growth of China’s economic growth, but also will lead to the protection of creditors in China is facing severe challenges. The company limited liability system is the company’s independent personality and the protection of the limited liability of shareholders. However, due to the development of the capital system, the company’s shareholders abuse the independent personality of the company’s independent personality more and more, the law in order to better balance the interests of shareholders and creditors and the introduction of the company personality denial system. But the legal provisions of the company’s personality denial system is still the three provisions of the simple. Therefore, under the new capital system, the new case is constantly emerging, the company personality denial system also need to be further improved and explained, so as to better play the role of protecting the interests of creditors.Company legal person personality deny system is under special circumstances denied the independent personality of the corporate personality and deny the limited liability of shareholders of the company should bear, let to abuse the rights of shareholders and to the creditor brings damage to the shareholders bear the joint and several liability system. Corporate personality denial system has three main features: it is an exception to the principle of limited liability and effective supplement; is to regulate the balance of interests between the two sides of the lever; is an effective remedy after the event. The value and significance of corporate personality denial system is to protect the creditors and public interests, to make up the loopholes in the legislation of corporate system. By some countries of Anglo American law system and civil law system, for the company personality deny system’s legislative and judicial status to reflect the corporate personality denial system still exist what problem, the countries of Anglo American law system of corporate personality denial system is in the form of case to apply, so suitable to use very convenient, effective play the company personality deny system play the role in the protection of creditors, and Japan and Germany because of some characteristics of the law itself, for the application of the corporate personality denial system remain cautious and conservative for attitude, so rarely used the system.At present, the theoretical circles have carried on extensive and deep research on the application of the system of disregard of corporate personality and the applicable situation, including the main elements of the application of the main elements, subjective elements, behavior and the results of elements. Company shareholders abuse of corporate personality means a variety of legislation can not be listed one one. But appears frequently in the judicial practice in the abuse of corporate personality means mainly includes significant lack of capital, the company avoid contractual obligations, by companies to evade legal obligations and corporate personality formalization of personality confusion etc. four. Under the capital system, the minimum amount of registered capital is abolished, the need for a new understanding and understanding of the applicable circumstances of the significant shortage of capital.At present, China’s corporate personality denial system legislation is more general, in the judicial practice of the company’s standards for the abuse of personality is not unified, which affects the company personality denial system to play a positive role in the. Under subscribed capital system, company legal person personality deny system to do a good job in the following aspects:first, the court can release some of guiding cases to help grass-roots court judge for better understanding of the company personality denial system, and refinement of the corresponding judicial interpretation to compensate for the company personality deny system legislation insufficient. Second, expanding the scope of application of the principle of the burden of proof upside down, such as expanding to other Ordinary Company, can effectively solve the problem of the current creditors to prove difficult. Third, to expand the scope of application of creditors, such as the current haze is so serious, when the loss of social public interests can also mention the company’s personality denial system. A series of measures:to the fourth, perfect the new capital system of corporate personality denial system applies to the case of etc, such as in the judicial practice has been the company’s shareholders will be funded within the time limit specified for a hundred years, the obvious abuse the independent personality of a company should, of course, applicable to the company personality deny system.