Study On Reverse Denial Of Corporate Legal Personality

Corporate legal personality and limited liability system are the basic corporate legal principles of modern companies.However,when the purpose of the shareholders investing in the company is not to rationalize the operation,but to avoid contractual obligations,cheat creditors or with other illegal purposes,this will be a clear violation of the purpose of company law and the legal spirit of fairness and justice.Therefore,in order to safeguard the legislative spirit and purpose of the company law,several countries have established the traditional corporate law personality denial system to protect the substantive justice of the company law,and then reverse personality denial system has been developed.As for how to improve the reverse denial of corporate personality system in China and how to apply it,the author will explore the possible path from the theory and practice outside the domain,as well as the status quo and the status quo of judicial practice in China.The article structure is:The first chapter starts from a case,and discuss the application of the reverse denial of corporate personality in China by analyzing the case.It especially analyzes how the judiciary invokes the legal basis and how to make judgments in the absence of targeted legal regulation,and found the inadequacies of practice paths hereof.The second chapter mainly analyzes the theory of the reverse denial of corporate personality and differentiate the related theories by clarifying the purpose,the essentials and the results of the legal personality denial under different concepts,thus to avoid the confusion of the application of different systems.The third chapter mainly analyzes the foreign judicial practice,including the development process of the insider reverse denial and the outsider reverse denial,and analyzes the reverse personality denial system construction to provide reference for practice in China.The fourth chapter is based on the first three chapters,it discusses the path of system construction in China.Firstly,by enumerating and analyzing the existing relevant systems in China,it demonstrates the irreplaceability of the denial of corporate personality.Secondly,it conceives that the general purpose and applicable standards of the system shall be established through general legislation;Simultaneously to prevent the legal foundation from being undermined by this special principle and to avoids the abuse of the reverse denial,the author believes that a series of systems should be established at the same time to maintain the balance of interests,especially the interests of innocent shareholders and company creditors.