Corporation Personality Denial System Application Under The Circumstance Of "Remarkably Inadequate Capital"

China has now experienced a new round of corporate capital system reform.At this point,the new round of corporate capital system reform in China has gone through four years.The cancellation of the minimum registered capital,the abolition of the capital verification procedure,the establishment of the complete confusing system,etc,these new institutional arrangements have reduced the threshold for the establishment of the company,and embody the legislative spirit of the theory and practice of the company law that pays more attention to the efficiency of the business.Legal design has a balance,the efficiency of the innovation of the capital system of this company,then,how to guarantee the safety of the transaction,the rational distribution of responsibility,and the fair protection of the interests of the creditors will inevitably become a balance point to be considered.At this time,the system of denial of corporate personality,as an important institutional tool for protecting the interests of creditors,will move from "law bar to practice".In particular,based on the reason of "significant shortage of capital",we should apply the disregard of legal personality,so that the role of protecting creditors' interests will be further reflected in the fully accepted market environment.On the other hand,it is worrying that the legal person denial system,which is produced in Anglo American law system,has been introduced to our country for a short time and rough use.There are only twentieth and sixty-fourth articles in the company law,which have made a principled stipulation for the disregard of corporate personality.The standard of judicial application is not clear,and how to correctly judge the "significant shortage of capital" has become an urgent problem to solve.n view of this,this paper combined with the theory of company law and judicial practice,the "capital"and "significant deficiencies" definition,identification of "shortage of capital" time points and specific application of the core issues of expectations about the significant shortage of capital "law personality to provide a useful reference for the specific link system.The details are as follows.The clarification of the connotation of "capital" is the basic premise of the"insufficient capital”as the basis for the application of the system of denial of legal personality.First of all,in the context of the company law,it is necessary to affirm the view that the registered capital of the company is the "capital" in the general state.Secondly,when the company "capital" is significantly insufficient,from the composition of corporate capital,besides shareholders' paid capital,it should include the amount of capital that shareholders should pay,but not actually pay.Thirdly,the net assets of a company represent the solvency of a company,while "capital" refers to the state of capital contribution of a company's shareholders,so the company's net assets can't be contained in the connotation of capital.The identification of "significant deficiency" needs to solve the two aspects of its qualitative and judgment methods.First of all,the nature of "significant shortage" is determined by the adequacy of company capital and the scope,scale and foreseeable potential debt of a company,if the capital invested by the shareholders is far away from the necessary funds and possible risks needed for the daily operation of the company,it is possible to judge the company's "insufficient capital" and to consider the application of the legal denial system according to other factors.Secondly,when judging the "significant shortage",we should combine the two considerations of fact judgement and value judgement.Combined with the practice at home and abroad,the applicable technology means are accounting measurement,industry comparison,market transaction comparison,expert testimony.The study of the personality denial system of company law should set up the thinking direction of pragmatism,through the induction,arrangement and analysis of specific cases,and further explore the specific application situations and applicable conditions in the case of "significant shortage of capital".It is necessary to consider the specific situation of special time nodes such as establishment,operation and increase of capital.Secondly,we should also correctly grasp the premise of the application of legal personality,that is,how to judge the shareholder's "abuse" behavior,and what kind of harm result reached "serious" degree.Finally,according to the different reasons for the formation of debt,generally divided into contractual debt and tort debt,in relation to the"significant shortage of capital",the application of the two conditions are different,need to be distinguished.