Research On The System Of Outsiders Reversely Piercing The Corporate Veil

With the continuous development of market economy in China,the company's independent personality system and the limited liability system of shareholders under the "Company Law" have stimulated the company's vitality,accelerated the integration of resources,and played a positive role in the development of new technologies with reducing personal risk as well.But the corporate personality system also exposed some problems,such as some shareholders using the system to avoid debt.Article 20 of the company law of China stipulates the denial system of corporate personality.But at the beginning of the establishment of the system,only the protection of corporate creditors was considered.The situation of shareholders abusing the independent status of the company to harm the interests of shareholders and creditors was not considered.At present,there are many situations in which shareholders fraudulently transfer property to companies to avoid their personal debts in the market.And related companies such as parent companies,sister companies and sister companies use their related relationships to transfer company property and conduct unfairly related transactions to avoid corporate debt situation.This situation will not only damage the interests of shareholders' creditors,but also cause serious damage to the market order of our country.However,it is impossible to effectively protect the legal rights and interests of shareholders and creditors and maintain the order of market economy by relying on the existing civil and commercial law system.At present,in the judicial practice of our country,most of us advocate to solve this problem through the system of Article 20 of the Company Law,the procedures for the implementation of stock rights,and the system of creditor cancellation.However,due to the strictness of property preservation,the limitation of revocation right and the limitation of enforcement procedure,it cannot effectively protect the interests of shareholders and creditors.In addition,if such problems are resolved through the expansion of the application of Article 20 of the Company Law,the judge's discretion will be too large,and it will not be possible to avoid the opposite judgment results in similar cases.The same but different applicable legal basis will cause certain damage to judicial authority.Therefore,it is believed that the research on the system of reverse piercing the corporate veil can make up for the shortcomings of the existing civil and commercial legal system,and then provide useful experience and unified standards for judicial practice in this study with the hope that in the future in the judicial practice for the judgment of such cases have laws to follow.This article is divided into five parts:The first part mainly introduces the concepts of traditional puncturing corporate veil and reverse puncturing corporate veil,as well as the internal relations between them and the differences between them in the direction of responsibility flow and the lifting subject.The second part explains the current status of theoretical research on the reverse piercing of the corporate veil system,and collects the cases regarding the application of the reverse piercing of the corporate veil system by the outsiders in our country.We also summarize the experience of applicable external reverse prick the company veil system and the problems in the process of the application.The third part mainly analyzes the origin of the external reverse piercing company veil system and foreign theoretical research on the reverse piercing company's veil system.We combine with the United States of some typical cases about the development history in the construction of external reverse piercing company's veil system and summarize the beneficial experience of the United States in building external reverse piercing corporate veil system.We also provide a reference for our country in building the external reverse piercing corporate veil system.The fourth part mainly introduces the dispute about the construction of the external reverse piercing company veil system and analyze some problems arising from the lack of a reverse piercing company veil system in our country We explore the feasibility and necessity of the construction of the the external reverse piercing corporate veil systemThe fifth part mainly analyzes the related theoretical research on the elements of the external reverse piercing corporate veil system and explore the advantages and disadvantages of various view points in order to promote theoretical circle to form a unified opinion on external reverse piercing corporate veil system and provide uniform standards for judicial practice.The sixth part analyzes the scope of application of the external reverse piercing corporate veil system,and explores the applicable limits of this system and the way of bearing responsibility.At the same time,we put forward some views on the distribution of the burden of proof of the system.