Research On The System Of External Reverse Denial Of Corporate Personality

Since the amendment of the Company Law in 2005,Articles 20 and 64 stipulate the positive denial of corporate personality.As we all know,there are two foundations of the company system: first,the independence of corporate personality.Second,the limited liability of shareholders.That is to say,separating company's property from shareholder's personal property,using shareholder's limited liability as a barrier and separating company from creditor can not only avoid risk,but also effectively reduce information cost and transaction cost.This kind of talent setting is the core of guaranteeing the development of market economy.Although the system of disregard of corporate personality has been confirmed in the legal level of our country,with the continuous development of market economy,new forms of corporate organization continue to emerge,such as parent-subsidiary companies,sister companies,one-person companies and so on.Especially in recent years,in order to stimulate economic development,China has continuously relaxed the restrictions on company registration and capital contribution.The previous system of corporate personality denial has some difficulties in facing some new problems in practice.In judicial practice,corporate personality has been violated by shareholders wantonly.The original purpose of the corporate system is to alleviate the pressure of shareholders and stimulate economic development,but some shareholders can not tolerate malicious use of this system to avoid debt.There is no provision on the reverse denial of corporate personality in the Company Law of China.Reverse denial system has important theoretical and practical value.In theory,reverse denial is a remedy and breakthrough to the traditional denial of personality.To protect the interests of creditors,and to make up for the imbalance of interests in the legal person system.From the perspective of corporate judicial practice,reverse denial has great practical needs.In reality,shareholders abuse their rights frequently.In many forms of company organization,it is easy for one company to transfer assets to another company to avoid the debts of creditors.There are also some shareholders who transfer their property to the name of the company and rely on the company's independent status to escape their economic debts and other issues.Such actions have greatly damaged the interests of creditors,and also affected the harmony of economic and social order.Reverse denial is mainly to solve the problem that shareholders abuse the independence of the company as a barrier to avoid debt,evade the law and transfer property between affiliated companies in order to avoid debt illegally.How to apply this system in practical case judgment is the main research significance and value of this paper.This article is divided into four chapters:Chapter one is "The overview of the reverse denial of corporate personality".Starting from the basic concept of the reverse denial of corporate personality,this chapter analyses the relationship and difference between the reverse denial of corporate personality and the traditional system,and summarizes the legal basis of the reverse denial system and some disputes about the reverse denial system in academic circles.Chapter two is " Necessity and Irreplaceability of External Reverse Denial ".By analyzing the theoretical and practical basis of Reverse Denial,and the unbalanced amount of the establishment of Reverse Denial System,as well as the demand for Reverse Denial System reflected in judicial practice,there have been disputes about whether the Reverse Denial System must be replaced by other systems.By comparing the reverse denial system with the equity enforcement system,the subrogation system of creditor's rights,the creditor's revocation system and the principle of equitable subordination,this paper demonstrates the irreplaceability of the reverse denial system.The third chapter is "Equity of Reverse Denial of Corporate Personality",which aims to analyze the conflicts of interest between share holders' creditors and company's no-fault shareholders,shareholders' creditors and company's creditors caused by the system of reverse denial in practice,and the resolution mechanism.The fourth chapter is " Judicial Application and System Construction of External Reverse Denial System ".Through the analysis of the application conditions and conditions of the reverse denial system,this paper puts forward some suggestions on the application of the reverse denial system in our judicial practice.