| As is well known, the legal person personality is the foundation of the legal person system.Therefore, the security is particularly important in the application of the disregard of corporate personality system. As the situation of typical behavior of abusing independent corporate personality, "assets" often occur in real business. In order to regulate the behavior of shareholders, protect the company and the creditors of the company and other shareholders interests, it is necessary for us to the in composition and determination to make regulation system, so as to better protect the company and its creditor's right people in certain extent convenient application of the system of disregard of corporate personality, and can prevent the creditors of the company in accordance with the provisions of the company law Article 20 and Article 63 of abuse complaints to shake the company legal person system foundation. In the judicial practice, how to make accurate identification becomes an inevitable to face the problem of "assets" behavior. In Anhui Central Shopping Center Co., Ltd. v. Liang Yan shareholders abuse of limited liability of shareholders and the company legal person independent position compensation dispute case, Central Shopping Center Co., Ltd. think KunHui Trading Co., Ltd. shareholders of China is the controlling shareholder and actual controller, in KunHui Trading Co., Ltd., operating process, company's books blurred, Liang Yan's personal assets and the assets of the company is difficult to clarify, and neglect the company business license has been revoked and neglect to fulfill shareholders liquidation obligations, serious damage to the KunHui Trading Co., Ltd. creditors Central Shopping Center Co., Ltd. the interests of, and ordered China to tell a court. And the case involving two controversial focus:first, the burden of proof of the China and Kun Hui Trading Co., Ltd. confusing assets shall be borne by the WHO; second, China whether the asset pooling or confusion of personality and KunHui company. After first and second instance, the court ultimately found:China and KunHui Trading Co., Ltd. asset pooling of burden of proof shall be borne jointly by the Anhui Central Shopping Center Co., Ltd. and China and India insufficient to make Liang Yan and KunHui Trading Co., Ltd. asset pooling. The focus of controversy, in view of our principle of burden of proof of the legality, the court only with the specific facts of the case, according to the principle of fairness and the principle of honesty and credit to determine the burden of proof borne jointly by the Anhui Central Shopping Center Co., Ltd. and China. The focus of controversy, Liang Yan behavior does not accord with the confusion of assets identified elements, and therefore did not constitute "company law" the provisions of Article 20 of the abuse of an independent legal personality, the KunHui Trading Co., Ltd. corporate personality denial system, not that would make China jointly and severally bear KunHui Trading Co., Ltd. Central Shopping Center Co., Ltd. of debt. |
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