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rson, property responsibility. "Company Law" Article 3 , limited liability companies and joint stock enterprise legal person . Limited liability company , limited to the amount of its contribution to the shareholders of the company liable with all its assets to the company liable for the debts . Co., Ltd., whose entire capital is divided into equal shares , shareholders shall be limited to the company's shares held liable with all its assets to the company liable for the debts . The provision establishes the company's independent personality and limited liability shareholders , but not of the " corporate personality denial system" to be provided

About the company personality denial system , foreign-invested enterprises in the legislation reflected. China's " Civil Law" Article 48 , joint venture corporation , Sino-foreign cooperative enterprises and foreign legal corporation " to corporate civil liability of all property ," but " except as otherwise provided by law ," which for foreign-invested enterprises investors limited liability exceptions in the law left a possibility.

In 1990 the State Council promulgated the " State Council on the rectification companies are merging company debts cleanup issues," the third, fourth , five [ 6 ] , and March 30, 1994 " run by other companies Supreme after being withdrawn or closed civil liability of approval " [ 6 ] and the relevant provisions of Disregard of Corporate Personality have in common, but after all, there is no legal requirement.

Reform and opening up, just the rise of the corporate system , while for China's economic development provides a boost , but due to the time lag legislation , " shell companies ," the prevalence of abuse of an independent personality is very serious , after the development of market economy , the law its regulation also become important.

In 2005, China promulgated a new Act , in which the first 20 and 64 are the company's personality denial system identification, so have a specific legal basis , providing operability.

New "Company Law" Article 20 ( a total of 3 ) : Shareholders of the Company shall comply with laws , administrative regulations and the Articles of Association , the shareholders exercise their rights , not to abuse the independent legal person status and limited liability shareholders harm the interests of creditors . Company shareholders' rights abuses or other shareholders to the company 's losses , it shall be liable for damages . Independent Shareholders misuse of legal status and limited liability of shareholders , evading debts , serious damage to the interests of creditors , the debts of the company shall be jointly and severally liable . [ 7 ]

New " Company Law" Article 64 provides that: a limited liability company's shareholders can not prove that the property independent from his own property, the debts of the company shall be jointly and severally liable .

These two Dafa strip is simple, but really our corporate institutional one big leap, it is refined and complements our corporate system , the formation of a truly independent legal personality , and promote the improvement of China's legal system , safeguarding the socialist market economy normal order .
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