Research On The Application Of The System Of Disregard Of Corporate Personality In One-Man Company

One-man company not only injects vitality into the development of China’s market economy,but also brings about great social risks.Because there is neither the supervision of other shareholders nor the organizational structure of the three committees of the ordinary company which checks and balances with each other,the phenomenon of shareholders abusing the independent legal entity status and shareholders’ limited liability to evade debt frequently appears in one-man company.As an important measure to relieve the creditors of one-man company,the system of disregard of corporate personality stipulated in the company law of our country is widely applied in judicial practice.However,due to its imperfect provisions,there are many problems in the application,mainly including the difficulties in identifying the property mixing of oneman company,unclear identification of undercapitalization,the distribution of burden of proof is unreasonable,the scope of application of the subject is not clear and there is a legislative gap in the system of reverse denial of corporate personality.Based on the analysis of the particularity and necessity of applying the system of disregard of corporate personality to one-man company,this paper puts forward the following suggestions: On the premise of clarifying the relationship between Article 20 and Article 63 of the company law,we should refine the basis and standard for the identification of property confusion of one-man company;for the problem of liability for the significant shortage of capital,if the shareholder withdraws the capital and the paid in capital does not match the potential business risk of the company,then the shareholder needs to bear joint and several liability for his behavior.If there is no such consequence,the shareholder only needs to bear the supplementary liability for the capital contribution;in terms of the burden of proof,the creditor should bear the preliminary burden of proof to prove the damage to his rights and interests caused by the abuse of shareholders,and then the other burden of proof should be borne by the shareholders of one-man company;in judicial practice,Article 63 of the company law should not be directly applied to the substantive one-man company.Its nature does not conform to the standard of one-man company identification stipulated by the law of our country.Therefore,more explicit provisions should be made to unify the judgment ideas;China should introduce the system of reverse denial of legal personality as soon as possible to fully protect the interests of all parties in the increasingly complex commercial activities.