Research On Reverse Piercing Of The Corporate Veil For External Creditors

The independent of corporate personality and the limited liability of shareholders are regarded as the cornerstone of modern company law, of great significance for the construction of the modern company system .At the same time, they have played a role in promoting investment and the development of the society and economy. However,the independent of corporate personality provides the shareholders with the opportunity to avoid some certain obligations, emerged a large number of shareholders abusing the independent of company personality to escape the debt of company and personal .For the former situation ,our company law has introduced the system of pricking the veil of company in traditional way ,completed the great attempt of corporate personality system.However,in recent years, shareholders transfer asset to company with free or unreasonable low price,to achieve the purpose of escape the personal debt.As to this circumstance, the traditional pricking system has been unable to solve. So we should introduce the system of piercing the company veil.This article describes the system of reverse piercing of the company veil in three parts:The first part, is the overview of the system of the system. This part, introduce the concept of the system,and compared with concepts such as 'traditional pricking'?'insider Pierce the company veil in reverse way'. Introduce the related system such as the independence of corporate personality ,the denial of legal person personality,compares the traditional "prick" and "reverse puncture" .The second part, describe the justification and necessary of the system. The legitimacy is: the introduction of this system does not necessarily damage other shareholders;Despite the risk of damaging the interests of related shareholders ,the "risk" itself should not be used to deny the justification of the system; In case of the random start of the system,the apply of the system need strict standards;The apply of the system is the result of principle of the "independence of corporate personality";It is also the embodiment of the principles of corporate social responsibility.The necessary is : the shortage of the current law; the need of judicial practice; other system is hard to replace this one.The third part, is how to fully construct the system in our law. The constitutive requirements, application situation, the burden of proof,the jurisdiction of the applicable standard, responsibility are discussed.