On The System Construction And Judicial Application Of Reverse Corporate Personality Disregard In Corporations In China

The purpose of this paper is to use the reverse corporate personality negation system to solve the fraudulent asset transfer behavior of the shareholders debtor.From the perspective of localization,refer to domestic relevant cases,approximate legal norms,Information on habits and other practices existing in judicial practice is used for institutional construction and application analysis.The research of this paper mainly adopts legal interpretation,case analysis,comparison analysis of domestic and foreign norms,and induction analysis methods.The method of legal hermeneutics is used to interpret and analyze the existing provisions of China's legal person system,and attempts to explore the legal basis of the corporate negative corporate personality negation rule in the existing Chinese regulatory system.Through the study of relevant US jurisprudence,it also summarizes the legal sources and applicable situations in domestic judicial practice,and finds problems and solves problems from existing cases.While analyzing the relevant federal and state legislation in the United States,they also summed up their experiences and tried to discard and apply them in the domestic cultural process.Divide and summarize the different situations and their basic characteristics in practice.At the same time,we will use the induction method in the current status of the judicial practice in China.We will use the method of summarizing and reviewing a large amount of case data and understanding the current status of practice.Therefore,it proposes a targeted solution to the existing problems in China.Through the above research methods,the following results and conclusions have been drawn: The legal basis for adverse corporate personality denial is to fill gaps in Article 20 and Article 63 of the company law in the current judicial practice through intentional expansion methods.In the future legislation,Twentieth sections and third paragraphs of Corporate Law can be amended and improved as the Legal basis.The legal liability is determined as limited liability for infringement.With regard to the elements of negative legal person's personality negation and the perfection of the burden of proof,the shareholders who carry out the transfer of fraudulent assets have the capacity for civil liability,that is to say,under their free will,they have legally acquired the legal person's qualification.After obtaining legal legal person qualifications,they do not act as illegal business activities.For the main business;in the aspect of behavior,the for-profit legal person needs to intervene in the changes in the assets and the living expenses of its members,and there is a mixed behavior in the aspects of capital and personnel.In combination with the status of the assets changeand the internal interests of the members,it can be found that there is a common sense of mutual contact and agreement among the defendants.The behavior of transferring assets is proved by the plaintiff.Subjectively,the defendant's shareholders and the company's party must provide evidence to prove that the asset transfer activities such as transactions or loans,guarantees,and trusts are not aimed at damaging other's claims,and need not prove that the transfer of assets is for profit.For the creditor's shareholder of the plaintiff ' s shareholder,he needs to prove that he has not maliciously conspired with the defendant's shareholder to assist the shareholder in transferring the company ' s assets,that is to say,he did not use false lawsuits to achieve the purpose of breaking the law.The obligation to prove that it has no collusion should be properly burdened by the plaintiff's fraudster.In terms of results,the temporary loss of solvency is more suitable as a criterion for "serious damage",and the criteria for adopting quantitative measures are more explicit.The creditor's meeting and the representative's lawsuit are advanced by the for-profit legal person and served by the court in an announcement,etc.If the creditor's creditors who are individual individuals fail to participate in the registration of the creditor's meeting in time after the announcement,and the individual lawsuit is filed,the court shall dismiss it.Prosecution.Regarding the limitation of the reverse corporate personality's negation,it does not include the fact that the dispute arising from the failure to perform the obligation to treat itself is a simple legal relationship in which both parties have the right and one party has the obligation.The offset does not apply.In addition,claims that are subject to non-monetary payments are excluded.Only when the company's debt is established first,when the corporate capital of the for-profit corporation is insufficient to completely and fully pay off ordinary creditors without a guarantee,the order of the creditor's right of the creditor of the allegedly fraudulent transfer of the asset is fulfilled.Ranked behind the creditors of the for-profit corporation.The main innovation of this article lies in the content of the study.Summarizes the general criteria for applying the elements of constitutive elements in adverse corporate personality deficiencies;considers the subjective factors of shareholders and the company's collaborating behavior in transferring assets;and uses the false lawsuits and damages to the interests of legal entities if potential regulatory systems are used.Acts make their own suggestions.