On The Construction Of Reverse Piercing Corporate Veil System In China

After the establishment of the traditional legal person personality denial system in China,it is of great significance to stabilize the legal person system.However,with the progress of social economy and the emergence of new corporate forms,the traditional system of denial of corporate personality has been unable to cope with the situations that shareholders transfer property to the company to avoid personal debts and damage the interests of shareholders creditors,the parent company transfers property to the subsidiary to avoid debts and damages the interests of creditors of the parent company,sister companies transfer property by actual controlling shareholders and damage the interests of creditors of a sister company and damage the public interests.Therefore,it is particularly important to establish the system of piercing the veil of the company as the reverse of the traditional system of denying corporate personality.On the basis of searching relevant literatures and cases,comparing the judicial practice between China and the United States,and analyzing the necessity and feasibility of constructing this system in China,Some Suggestions are provided for the construction of reverse puncture system in China from the two aspects of perfecting relevant system and designing specific rules.The body of this paper consists of three parts:the first part compares the reverse piercing system with the traditional piercing corporate veil system to illustrate that although they have the same value pursuit,there are still differences in their application.The second part is mainly to discuss the theory and practice of foreign(mainly in the United States and Japan)reverse piercing corporate veil system and get some enlightenment from it.For example,the application of reverse piercing corporate veil system is very prudent,the constituent elements are both fine and flexible and the benefits must be measured when the application is made.Besides the shareholders,are there other employees of the company who also carry out abuse of power?The third part is the concrete construction of the reverse piercing corporate veil system of the content of the assumption.The reverse piercing corporate veil system is different from the traditional corporate personality denial system,which involves more stakeholders.Therefore,I first discuss the interests that should be balanced in the construction of the system,and then eliminate the worries of the academic community through the stability of the legal person system,the protection of the interests of the company's bona fide shareholders,the company's loaner and social public.In addition,I also from the construction of reverse puncturing the system should pay attention to the problem and the attitude should be two aspects to show that the construction of the system must be rigorous.Finally,it is the concrete content design of constructing reverse piercing corporate veil system.I respectively from the legislative level and the specific rule design two aspects to elaborate.At the legislative level,such as adding and amending relevant laws,formulating relevant judicial interpretations and issuing guidance cases,etc.In the design of specific rules,I mainly discussed in detail the types of applicable companies,specific constitutive requirements,burden of proof,and mode of responsibility of reverse puncturing system.