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为了维护法律的公平、正义价值，公司法人格否认制度应运而生。公司法人格否认又称“刺破公司面纱”、“揭开公司面纱”，指在具体的法律关系中，基于特定事由，否认公司的独立人格，使股东在某些场合对公司债务承担无限责任的法律制度。

In order to uphold the law fair and just value, corporate personality denial system came into being. Piercing the corporate veil, also known as "piercing the corporate veil", "piercing the corporate veil", refers to the specific legal relationship, based on a specific subject matter, denied that the company's independent personality, so that the shareholders on the company's debt, in some cases unlimited liability legal systems.

First, the concept of piercing the corporate veil

A personality

Personality as a legal concept, derived from the Spanish language, in old English, the word used personalite personality expressed, on behalf of the modern Chinese places personality, its meaning is as a legal person on the legal qualifications of maintaining and exercising legal rights, obedience the ability of the legal obligations and responsibilities set. In modern France, the personality also known as "civil status", "legal status", "civil capacity", "status", usually that refers to the civil subject in legal status, or the qualification of the title refers to the civil . (Footnote - the sound of corporate personality and deny / GUAN Rong Qi, 2006.5)

B corporate personality

公司法人格是法人人格的典型形式，指公司在法律上的地位或对其主体资格之称谓。公司法人具有独立的人个性，有权利能力和行为能力，能够依法独立承担民事责任。 

Corporate personality is the typical form of legal personality, a company in its legal status or the qualification of the title. Who has an independent corporate personality, legal capacity and ability to independently bear civil liability according to law. (Footnote - Shi Tiantao Commercial Law Law Press, 2006.6 Third Edition 129-132) (a) the company's ability to right: the company an established and approved by the registration and effectively established, namely to obtain legal personality and legal capacity. Company's legal capacity from the company founded produce to the company terminated eliminated, during this period the company and natural persons made enjoy civil rights and assume civil obligations qualifications; (2) the company's capacity: the company's capacity is that the company can own will and nominal independently engage in civil activities, the implementation of the civil legal act, to obtain civil rights and assume civil obligations qualifications. The company's ability to conduct the first performance of the company has an independent will, followed by the performance of companies in their own name in a variety of commercial transactions; (3) the company's ability of responsibility: The company has the ability to independently bear responsibility, this responsibility the basis of ability is that the company enjoys independent property rights, it is corporate, its personality built on the basis of certain property. Company's responsibility ability and capacity of their rights inevitable logical extension.

The basic characteristics of corporate personality can be summarized as two points: independence and equality. (Footnote - the sound of corporate personality and deny / GUAN Rong Qi, 2006.5) (a) Independence of Corporate Personality: Personality is the most essential features of the Companies Act, the company is also the essence of the field of legal system's performance. The independence of corp本论文由英语论文网提供整理，提供论文代写，英语论文代写，代写论文，代写英语论文，代写留学生论文，代写英文论文，留学生论文代写相关核心关键词搜索。