Legislative Proposals And Study On Outside Reverse Disregard Of The Limited Liability Corporate Entity

The Outsider Reverse Disregard of Corporate Entity originated from the Reverse Disregard of corporate Entity. There are many shareholders abusing shareholder creditor personality and limited liability of shareholders damage cases in judicial practice, But our "corporate law" does not require an external limited liability company personality deny reverse rules, Some courts through legal interpretation or expansion of direct application of the disregard of corporate personality of the "company law" article twentieth, to solve the practice of Associate Company personality confusion of corporate personality, shareholders damage the interests of creditors in cases of abuse of shareholders.In 2013 the Supreme Court issued fifteenth guiding cases as the typical court identified by the investigation of the defendants Chuanjiao industry Co.Ltd, Chuanjiao machinery Co.Ltd and Ruilu Co.Ltd. There are three companies confused personality behavior, thus Chuanjiao machinery Co.Ltd and Ruilu company shall bear joint liability Associate Company Sichuan Trade Co.Ltd to pay debts.However, our company law does not require the company between the mutual responsibility clause, either from the jurisprudence or law, the decision of the court are questionable, which is rooted in China’s "company law" the lack of legislation. According to the legislative conditions and judicial status of our country, the company law personality deny the reverse should be limited to a limited liability company.Therefore, the author believes that China’s "company law" provisions should be the substantive rules of the limited liability company law personality deny the reverse, "company law" provisions of the judicial interpretation should be limited liability corporation is reverse rules of procedure of the department.The content of this paper is divided into four chapters:The first chapter is the "necessity" of limited liability company law personality deny reverse, starting from the Supreme Court No. fifteenth guiding cases, analysis the court applied limited liability company legal department is denying reverse rules, in fact and legal application of the doubt, and the analysis of China’s "company law" for the company law personality deny reverse deficiencies in the provisions of the limited liability corporation will lead to more deny the necessity of "reverse into the Ministry of company law", and analyzes on the parent company, the Associate Company, a company under the necessity of Limited Liability Corporation Ministry denied the extra reverse.The second chapter is "limited liability company law personality deny reverse substantive rules", carries on the discussion from two aspects of application elements and results, that the use of components should include the subject, behavior elements and elements of the results; the results of the application of temporary personality on the law of the negation, does not affect the company’s independence in other legal relations.The third chapter is "limited liability company law personality deny reverse rules of procedure, rules of procedure will be divided into the prosecution stage, the proceedings on the trial stage and implementation stage, the three stage key issues such as the definition of the subject of litigation, the jurisdiction of the court’s acceptance, the allocation of the burden of proof and the implementation of the related problems were analyzed, so that the company law personality deny reverse special rules on the procedure of litigation.The fourth chapter is "limited liability company law personality denial of the reverse design of the law", from the law structure of the law for the overall design ideas, and the company law substantive rules and procedural rules of reverse personality deny are reflected in the company law and the company law judicial interpretation.