The Exception To The Limited Liability Of One-person Company Shareholders Applies

A one-person company is a company legally established by an investor(including legal person and natural person).The one-person company first appeared as a de facto rather than a statutory company,and its emergence was the result of the operation of the company's internal mechanism.It is also necessary to adapt to changes in the social environment.As the one-person company has established a business risk model,it has avoided Internal Shareholder disputes and facilitated the company's flexible operation.It has maintained the survival and development of enterprises,so since 1897 when the British case of Salome v.Salome company established the independent legal personality of one-person company,the United States,France,Germany,Japan and other countries have affirmed the legal status of one-person company through precedents or legislation.The company law amended in 2005 recognized the legal status of one-person company,and the new company law amended in 2014 cancelled the minimum registered capital of 100000 yuan this limit,thereby reducing the one-person company to set up the threshold.Under the background of mass entrepreneurship and innovation,the enthusiasm of small and medium-sized investors has been stimulated.Due to the characteristics of a unitary structure,flexible management,and limited liability of a one-person company,it caters to the current economic development.So that one male The number of divisions has skyrocketed,and disputes involving one-person companies have increased.The principle of limited liability of the shareholders of a company is a basic principle of the company law of our country.Where the liability is restricted,debts are evaded,and the interests of creditors of the company are seriously harmed,the company shall bear joint and several liability for the debts of the company;if the shareholders of a one-person limited liability company cannot prove that the company's property is independent of the shareholders' own property,they shall be jointly and severally liable for the company's debts.Under what circumstances should the shareholders of a one-person company bear limited liability and under what circumstances should they bear joint and several liability for the company's debts?Although the "company law" has made corresponding provisions,it is not specific and clear,and in judicial practice,it is often impossible to unify the determination of individual cases.It also brings many troubles to the judges who undertake the cases in the courts at all levels.By using the method of comparative analysis and empirical analysis,this paper analyzes the system of one-person company,the limited liability of one-person company shareholder and the denial of personality of one-person company law.After an analysis,The author believe that the one-person company limited liability system is an important company system,which denies the legal personality of the one-person company.Whether the property of a one-person company and the personal property of shareholders constitute property confusion is the key to examination and determination,and we cannot just look at the surface.It is necessary to examine whether the property of the company and that of the shareholders are independent of each other and whether the shareholders have fulfilled their burden of proof.Does the confusion of office equipment necessarily constitute the confusion of property and must be audited in order to eliminate the confusion of property?What kind of circumstances constitute the transfer of capital confusion or company profits,how to calculate the burden of proof and other controversial issues,The author propose that when a court or an arbitration institution determines the fact that there is a high degree of confusion between the shareholders and the company,it should strictly observe the standards.You can't suddenly deny a single,non-critical piece of evidence.The legal person qualification of the company shall be determined comprehensively.At the same time,it is hoped that in the future company legislation,it will clearly stipulate the number of years for keeping the minutes of one-person company meetings,and establish a system for publicizing the personal property of the shareholders of one-person company.One-person company shareholder personal credit record system and break the promise of the exit mechanism.