The Application Of The Denial Of Corporate Personality Of Affiliated Companies In China

The company has the independent personality,the shareholder assumes the limited liability,is the company legal person system two characteristics.The independent legal person system plays a positive role in promoting the development of modern companies,but it also has a negative side.Shareholders often take advantage of this feature to seek illegal profits or evade debts.As an important participant in the development of market economy,affiliated companies are in an advantageous position in the modern economic competition.This system was introduced in the current company law 15 years ago,but its scope of application is too narrow,and it does not mention the problems between related companies.Article 20,paragraph 3,of the company law of 2013 has been interpreted differently by the Supreme Court's guidance case no.15,but there are still differences in the theoretical and practical circles.There are still differences in the application of the system between the academic circle and the judicial practice circle.This paper discusses the main problems and improvement measures in the application of the denial of corporate personality in three parts.In the first part,the author points out the problems of the system in China through the introduction of typical cases and the summary of the focus of the cases.The author finds that there are mainly three problems in this kind of dispute cases,that is,how to identify the personality confusion of related companies,the legal basis for identification,and the liability after personality denial are lack of unified standards.In the second part,the author analyzes the three problems mentioned above.Firstly,the author analyzes the corporate personality confusion of related companies.The author analyzes and discusses from the two aspects of identification standard and the distribution of burden of proof of personality confusion.As for the identification of the personality confusion of related companies,due to the lack of relevant laws and regulations in China,the judicial practice has different approaches to this problem.The author concludes that the property confusion of related companies is the core of the personality confusion,the business and the person,by analyzing the current legal provisions and the relevant views of the theoretical field Member confusion is the appearance of personality confusion.In judicial practice,the burden of proof of mixed personality should be reclassified according to the principle of fairness and the principle of good faith.Secondly,as for the legal basis for the denial of relevant corporate personality,due to the lack of clear legal provisions in China,the author finds through analysis that the judgment basis of each court in judicial practice is different,and scholars have different discussions on this issue.Therefore,the author analyzes the reasonable application of the current legal provisions and puts forward his own views.Finally,the author analyzes the liability liability after the denial of corporate personality in such cases,and thinks that the court should investigate the related companies according to the actual situation of the case and decide whether the controlling shareholder or the actual controller should assume the supplementary joint and several liability.The third part discusses the perfection of the system.The author thinks that it should be perfected from the Angle of law application and system.Based on the analysis of the reasonable application of the current legal provisions in China,the author puts forward that the external reverse piercing corporate veil system and triangular piercing corporate veil system are in line with the needs of China's judicial practice,and the reference of the system legislation is helpful to get rid of the dilemma of the related companies' mixed legal person personality denial cases in the domestic judicial practice.