The Research On The Resposibility Of The Actual Investor In The Application Of Disregard Of Corporation Personality

"Provisions of the Supreme People’s Court on Certain Issues Concerning the Application of the ’Company Law of the People’s Republic of China’(III)" put forward the concept of "actual investor",as the article 25 mentions that the actual investor can be entitled to enjoy the rights and intersts which should belong to shareholders,and when the rights and interests are violated,the actual investor can seek legal relief way. As it is, The Law have identified the legal status of "actual investor", and is protecting "actual investor" ’s rights and interests. But what should not be ignored and often occur in practice is that the actual investor manipulate the company’s trade without performing the contract obligation, cause the company defaulting on its debt, then make the company shut down and transfer the property. While the nominal shareholder has no idea about the company and is too poor to bear the responsibility. The creditor is left suffering from the great losses. The author think, the actual investor who enjoy the rights and interests belong to shareholders should be responsible for the company’s debt. The corporation should be disregarded and the actual investor’s operation should be regulated by the law. conforming to the legal principles which demand that rights are consistent to obligations. Therefore, the author carry out the research from this perspective.In this paper, the author tries to study the responsibility of the actual investor in theApplication of disregard of corporation, concerning the cases which the author encountered in the work practice and the existing judicial practice. The structure of this article is divided into three parts: The first part discusses whether the actual investor who enjoys the shareholder’ rights and interests should bear the corresponding legal responsibility, by analyzing the nature of the actual investment, the shortage of current law regulation, the corresponding responsibility and the difficulty of putting the actual investor in charge. The second part discusses the problem whether the actual investor is the "shareholders" in the disregard of corporation, by analyzing the legislative purpose of disregard of corporation’s legal personality,and then figure out that the actual investor could be legal responsibility subject of disregard of corporation’s legal personality. The third part discusses how to apply Disregard of Corporation to the actual investor, by analyzing the case in the introduction, and putting forward related legislative proposals.The purpose of this article aims to make up the gap about the actual investor illegal responsibility in the company law and the company law judicial interpretation. By applying corporation personality denial institution, regulating the behavior of the actual investor, and safeguarding the interests of the corporation’s creditors, the unfair relationship between the creditors and the actual investors could be corrected and balanced.