Research On The Reverse Application Of The System Of Denial Of Corporate Personality

In 2005,China introduced the company's legal personality denial system,but it was limited to the traditional application of the right direction,but did not clearly indicate whether it included reverse application.In practice,there have been many phenomena of reverse abuse of corporate personality.According to the existing legal provisions,it is still impossible to regulate it reasonably and it is difficult to achieve proper protection of the interests of shareholders of creditors.In view of such a judicial dilemma,whether the adverse application should be explained to Article 20 of the "Company Law" through the perspective of the interpretation theory,or whether it should be improved in Article 20 of the "Company Law",explicitly including the situation of adverse application,and the academic circles are inconclusive.Therefore,it is necessary to increase the research on this issue in order to get out of the predicament and point the direction for judicial practice.The research of the dissertation is divided into five parts.The first part,starting from the concept definition and the basic theory combing,points out that the reverse application is reasonable as the necessary component of the company law personality disclaimer system.The second part elaborates the feasibility and necessity of reverse application from both theoretical and practical perspectives.It also suggests that the reverse application should be clearly defined in Article 20,paragraph 3,of the Company Law.In the third part,through the detailed comparison of the reverse application of the company legal personality disregard system and the related system,we conclude that there is no possibility of substitution,so as to highlight the value of reverse application.The fourth part discusses the requirements and scope of adverse application,strictly limits its application requirements and scope,and clearly requires stricter and more cautious application than compliance,and avoids subverting the logical hierarchy of the company system.Finally,it discusses and presupposes the liability and evidence rules for reverse application,defines the nature and scope of the liability,and sets the burden of proof inversion according to the subject's actual ability to present evidence and the specificity of the case.From the value argument of reverse application to the specific application elements,the limited scope of application,to the nature of the determined shareholder responsibilities,the responsibility to bear,and finally to the burden of proof design on the reverse,all prudent concepts are implemented.The intention is to balance the interests of all parties through a measure of interest in order to form a relatively fair situation.At the same time,to ensure that the reverse application rules are effective,they do not make any difference.Through the efforts of all the above-mentioned aspects,he hopes to make some useful reflections on the perfection of the company's legal personality denial system.