Research On Reverse Piercing Of The Corporate Veil System

The legal personality independent system,shareholders' limited liability and property independence are the three pillars of the new company law.The establishment of these three pillars has stimulated the vitality of the company and promoted economic and social development.However,with the in-depth development of market competition,the company's legal person personality system has been exposed to the risk of abuse.This kind of abuse is manifested in two directions.One direction is that some company shareholders and managers use the loopholes in the limited liability system of the company law to evade the liability of the company to pay off debts to external entities,and the company law stipulates that the corporate veil will be pierced.The system allows the bad shareholders or the company's actual controller to directly assume responsibility for the company's external debt.This process is the traditional “piercing the corporate veil”.The abuse in the other direction is that shareholders use legal person independent personality systems to transfer assets to the company in order to evade personal debts,resulting in the inability of shareholders' individual creditors to realize their claims.Shareholders creditors to safeguard their own interests and creditor request by the company for shareholders to incur obligations to the court's behavior is "reverse piercing the corporate veil."If the traditional puncture of the corporate veil system can curb the behavior of shareholders who abuse the independent personality of the legal person to harm the company's creditors,then the shareholders' actions to avoid transferring their own debts to the company harm the interests of their creditors are still lacking legal preventive measures.In real society,such illegal activities have already spread.Although China did not establish a reverse puncture company veil system,there are many cases in the judicial practice.And the application of these cases is based on Article 21 of the "Company Law." However,when the specific case is judged,the applicable standards of the judge are different.This may violate the original intention of establishing the independent personality of the company legal person and is not conducive to the development of the company system.The reverse puncture veil and the traditional puncture company veil systemtogether constitute the corporate personality denial system.However,in the case of specific judicial trials,trials cannot be conducted in accordance with the tradition of puncturing the company's veil.These two kinds of corporation theories differ in terms of main requirements,responsibility flow,and behavioral requirements.Only in the scope of application,the contents of “reverse piercing the corporate veil”must be divided into two aspects: internal puncture and external puncture.Moreover,there are controversies about the theoretical discussion of jurisdiction and burden of proof.In order to improve the content of the legal personality denial system,we must speed up the theoretical research and ultimately make the content of the reverse puncture the company veiled at the legal level.The first chapter of this article outlines the basic content of reverse puncture company veil and the similarities and differences with the traditional piercing company veil.The third chapter focuses on the theory and judicial practice of reverse puncture company veil in the United States,which makes up for the lack of understanding of the United States on the veil of the United States related reverse puncture company.It is of great significance for the establishment of relevant systems in our country.The second chapter and the fourth chapter mainly discuss that the current related system is not enough to solve the problem of reverse puncture the company veil,and it is also necessary to establish a reverse puncture company veil system.The fifth chapter puts forward the implementation path of the reverse puncture veil system,which includes criticism of related theories and puts forward some new insights,thus forming a comprehensive and in-depth understanding of this issue.