Reverse Puncture The Company Veil System Research

Corporate personality and limited liability of shareholders are the two cornerstones of modern corporate system.In practice,there are many shareholders abusing corporate personality.In certain circumstances,the court can pierce the corporate veil,negation of independent corporate personality,the shareholders are liable to the company's debt;and the extended situation called reverse piercing the corporate veil,namely under certain conditions,the independent personality of company and shareholders as a whole,the company responsible for the debts of the shareholders.Today,China's "company law" article twentieth paragraph third is from the aspect of substantive law has preliminarily established the disregard of corporate personality system,make the shareholders bear joint liability for the debts of the company,so as to protect the interests of creditors of the company.At present,the main application for the creditors of the company found that the independent legal person shareholders abuse the corporate personality and shareholder limited liability Company to evade debts,through legal means to ask the court to pierce the corporate veil,hold the responsibility of the shareholders of the company to the creditor with a responsibility.However,in the judicial practice often appear to flow in the opposite case responsibility--the shareholders of the company to evade their debt and abusing independent corporate legal personality and limited liability of shareholders,their personal property for free or low-cost transfer to the company.At the same time,there are still controlling the company's major shareholders in the "sister company","parent company" or the association between companies to transfer assets,misappropriation of funds,and finally achieve the purpose of evading their debt,greatly damage the interests of shareholders and creditors,destroyed the normal commercial and economic order,and effectively solve the problem it depends on the counter to the purpose of this paper is to investigate the system of piercing the corporate veil.When the shareholders abusing independent corporate personality and limited liability of shareholders infringing object for shareholders and creditors,the reverse can pierce the corporate veil,China's "company law" did not elaborate.The Supreme People's Court on 2013 issued the guiding opinions of the fifteenth cases in fact more inline with the company's legal personality denial of the original intention.In fact,allowing the company to pierce the veil,not only for the traditional piercing the veil of the company should have the right,but also in line with the pursuit of fairness and justice.However,in view of the reverse piercing the corporate veil system involving the interest relationship is more complicated,so the legislation should set more stringent conditions,should strictly control the scope of practice,not by the court,not the reverse piercing.Reverse piercing the corporate veil of this theory is divided into internal and external reverse piercing reverse piercing two modes,because the former is more suitable for common law countries,and China's judicial cases emerged many belong to the latter,the Foreign Ministry of people reverse piercing the corporate veil for a more detailed discussion,and to me in the "company law" article twentieth in-depth elaboration,explore its hidden meaning.