Research On The System Of Personality Denial Of Affiliated Company

The integrated operation of affiliated companies not only brings about the combined effect,but also increases the risk of the abuse of the company’s independent personality.There are many different opinions in academic circles on whether the legal personality denial system,which is limited to the denial of shareholders’ limited liability,can be applied to the non-shareholding affiliated companies,which leads to the phenomenon of different judgment standards in judicial practice.Therefore,the research on the application of the denial of the personality of affiliated companies is of great significance to unify the judicial judgment and protect the interests of creditors.The Supreme Court first took personality confusion as the basis for applying personality denial to the expansion of affiliated companies,then further generalized personality confusion,and established the horizontal personality denial rule for the first time.Although the application of corporate personality denial system in affiliated companies is becoming more and more perfect,it is still faced with the following problems:the judgment rules do not dig into the essence of corporate personality denial and take the implementation of abuse as the applicable standard of joint and several liability of affiliated companies;It confuses the subject of abuse behavior and the subject of mixed personality,and the imputing path of controlling shareholders is improper;The identification factors of personality confusion are too single,and the primary and secondary levels of each factor are not divided;The information inferior position of creditors is further aggravated,and its legitimate rights and interests are difficult to be effectively protected under the traditional evidence rules.Based on the vertical and horizontal differences of property confusion,as well as the separation of the subject of abuse behavior from the subject of personality confusion in affiliated companies,by comparing the similarities and differences between the affiliated company personality denial and the application of the general rules of personality denial,it is found that personality confusion is not only the final direction of the abuse,but also the essential standard of the denial of corporate independent personality.The following suggestions for improvement are put forward from the perspective of applicable rules and procedures: firstly,personality confusion is included in the applicable standard of corporate personality denial,which is used as the basis for assuming joint and several liability under all kinds of abuses,and the principle of no abuse of rights is used to regulate the controlling shareholders;Secondly,the judgment factors of personality confusion are divided into substantive factors and representational factors,with the former as the key to identification and the latter as the strength reinforcement.Also,adopting the model of the combination of the burden of preliminary proof and the inversion of the burden of proof,after the plaintiff proves the possibility of personality confusion through the representational factors,the defendant need to provide evidence to deny the existence of substantial factors.