摘要:世界经济发展的同时,各项法律制度也在同时进步和完善。同样公司人格否认制度是其中一项重要的法律规则。它在股东滥用公司独立人格和有限责任的违法行为的有效规制和防范上起到了不可代替的作用。本课题是在讨论公司人格否认制度的发展历史的基础上,结合国内的立法状况和国外的立法经验,探讨了关于在实际生活中运用的公司人格否认制度的适用。
implementation of the act Stockholder'Limited responsibility is to use the power of legal norms rights abuses .
Disregard of Corporate Personality has become the two legal systems on the corporate principle of complementarity , is a limited liability company shareholders exclusions and exceptions , is conducive to safeguarding the legitimate rights and interests of creditors , safeguarding the interests of society , the pursuit of legal justice and fairness .
Corporate system on world economic development impact is immeasurable , as mentioned, it is also a double-edged sword , at the same time maximize shareholder , may also become a shareholder harm creditors and social interests. Whether civil law or common law . Disregard of Corporate Personality is to stop this behavior exists. It was first applied in the judicial precedents , and are in the form of case law exists. However, specific provisions and operation of two legal systems have different methods . Common law countries advocated lifting the corporate veil , the behavior of direct implementation of harm shareholders liable for the debts of the company ; in civil law countries , due to abuse of the independent personality while the third member of the company losses , the court will be strict limited liability principle instead of make it on their own behavior and assume responsibility for the company's debts .
The United States is a founding Disregard of Corporate Personality , in the United States known as the " principle of piercing the corporate veil " and subsequently Britain, Germany , France and other countries to accept and adopt . After a long practice , some have been absorbed by statute .
American " piercing the corporate veil" The first case was in 1905 Milwaukee, United States v. Refrigerated Transport Company (USvMilwaukee Refrigerator Transalt Co) case . [ 3 ] case, the U.S. Court made it clear that , unless there is sufficient grounds for objection , in principle, an independent corporate personality is to be recognized , however, if a body independent personality is used to destroy the public interest , or to justify lawless or maintenance of fraud, or to protect the crime , the court will consider the disregard of corporate personality of a single entity held directly in the company , " veil" under the cover of the Shareholder's personal responsibility to achieve social justice . Since then , the company began to produce personality denial system and became a U.S. judicial rules . Under normal circumstances , the shareholders may reduce investment risk through the establishment of the company , limited liability. Compliance with the law as long as the shareholders , the company funded the establishment of legitimate purposes . If the company is deemed to evade or circumvent legal obligations debt instruments , a shareholder can not have limited liability .
According to the provisions of the UK Companies Act 1980 , the number of shareholders of public companies authorized to seven people , the private company for 2 people . Less than a quorum in the case of shareholders continuing operations more than six months , any one member of the company , knowing these circumstances continue to participate after six months of business , the company's debt must be jointly and severally liable . UK Companies Act 1985, section 458 , section 213 Insolvency Act 1986 ,
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