The Theory And Practice Of Japan's Corporate Personality Denial System

The system of disregard of legal personality is a supplement to legal person's limited liability,which is based on the independence of legal person's personality.It originated in the United Kingdom,developed in the United States,and was adopted by many countries,mainly in Germany,Japan.Japan introduced the system as early as the 1950 s and put into judicial practice in the late 1960 s.After decades of development,the theory has been integrated with Japanese culture and combined with the practice of courts at all levels,and has been widely applied in the Japanese judicial circle.After the1980 s,China's economy began to develop rapidly.In consideration of the domestic economic situation and the existing legal norms,the system was finally incorporated into in the new Company Law in2005.Since the system of denial of legal personality in China started late,and many norms are similar to those in Japan,at the same time,there are still many problems and dilemmas in this system at present.Based on this,I hope to summarize the successful transplant experience of Japan through the theory and case analysis of the denial of corporate personality,and learn what can be used.The system of denial of corporate personality gradually came into the public eye in the case of Solomon v.Solomon Company,and further developed through the "piercing the corporate veil" in the United States and the "straight line theory" in Germany,which showed its unique role in the legal field.this system was introduced into Japan later,which formed the denial theory of legal personality applicable to Japan.At first,when it was introduced into Japan,there were many theories in the academic circle,such as the broad sense and narrow sense,etc.,until the Showa 44 dispute over shop lease contract,the Japanese Supreme Court put forward middle sense theory,together with the dispute case of old and new company debt in Showa 48(1973),established the applicable situation of personality confusion and personality abuse.So far,the theory of denial of legal personality has been unified in the academic circle and gradually applied in the judicial circle.After decades of development,Japan's junior courts have been expanding their scope of application,including company law,tax law,labor law,etc.,so as to better protect the interests of relevant parties.Although the reform and opening up of our country economy has had the tremendous development,the abuse of corporate personality has also occurred frequently.In order to solve this problem,China made relevant provisions in Article 20 of the Company Law in 2005 and Article 83 of the Civil Code in 2020 respectively,and established the denial of legal person personality system in the way of written law.However,due to the principle of the system and the fuzziness of norms,there are many difficulties and problems,such as it is difficult to judge the degree of personality confusion,the scope of application,and the burden of proof,which make it difficult to judge in judicial practice.In this paper,by comparing and drawing lessons from the relevant systems of Japan,is proposed that China can carry out some theoretical innovation and formulate the applicable list through judicial interpretation,or absorb more theories of different countries on the basis of considering national conditions,or moderately liberate the applicable subject and applicable requirements in a prudent manner.I hoped that some enlightenment and experience will be brought to the development of China's legal person system.