Special Application Of The Legal Personality Denial System For Wholly-owned Subsidiaries

The parent company and its wholly-owned subsidiaries are the product of social and economic development.On the one hand,the wholly-owned subsidiaries and the parent company form an enterprise group,which plays an increasingly important role in social competition.On the other hand,the special organizational structure between the two 3.The operation mode often has the phenomenon that the parent company over-controls the wholly-owned subsidiary,and the former is at the expense of the latter's interests.It is easy to cause abuse of the personality of the wholly-owned subsidiary and directly damage the interests of its creditors.At the same time,in the company law,the personality denial system is too principled and lacks specific operability.The legislative level only establishes a general standard,and there is no supplementary interpretation of the personality denial based on the particularity of the wholly-owned subsidiary and the special system.The applicable specific provisions stipulate that it is necessary to apply the system specifically,amend the relevant rules,and better protect the rights and interests of its creditors.In order to achieve the purpose of balancing the interests of the parent company and the wholly-owned subsidiary creditor's rights and interests,in summary,the lawsuit and the special application of the system are of exploratory nature both in legislation and in legal practice.This article insists on the inquiry method and basic jurisprudence of company law,combines judicial practice and related specific theories,insists on starting from the national conditions,and makes more detailed regulations on the special application of the legal personality denial system of wholly-owned subsidiaries.The first part of the full text is mainly to briefly explain the basic concepts and specific characteristics of the wholly-owned subsidiary.The basic legal principles and practical reasons of the legal personality denial system of the wholly-owned subsidiary.The second part is to specifically elaborate the corporate governance structure of the wholly-owned subsidiary.The third part focuses on the legislative flaws and dilemmas of the legal personality denial system of wholly-owned subsidiaries.Combining the burden of proof distribution rules,shadow companies,and de facto shareholders,there are specific situations of personality denial in the theory and practice.Legislation content and experience.In the last part,the necessary legislative improvement measures and practical improvement measures are proposed.In terms of legislation,through the control and expansion of the scope of qualified subjects,as well as the specific types of behavioral elements and related identification,subjective element amendments,scientific norms of proof and proof responsibility,the necessary improvements are made.In practice,through the establishment and strengthening of the functions and powers of the board of supervisors,the strengthening of information publicity and strict financial auditing system and other aspects to improve.It is hoped that this article will serve as a reference for future legislation and practice.