On the Legal Person Personality Denial System

Niu Jingbo


Company personality independence and shareholders limited liability is the basic principles of the company law, legal person personality denial system is the company personality independence and shareholders limited liability exceptions, legal person personality denial system stipulates the abuse of company legal person independent status and shareholders limited liability shareholders bear joint and several liability for the company’s debt, the responsibility of the system does not involve the actual control of the company. But in reality, no matter what the size or nature of the company, the emergence of the actual controllers is always inevitable and commonplace. The actual controller of the company is not a shareholder of the company in small and medium-sized enterprises, but they often use their dominant position to abuse the independent status of the company and infringe the interests of creditors. Usually, the practice is to control the company through other shareholders in the form of capital contribution or manipulate the company in other ways. In view of the prominent problem that the actual controller abusing the independent status of legal person infringes on the interests of creditors in practice, it is necessary to summarize the judicial practice experience to strengthen the responsibility of the actual controller. Whether the legal personality denial system as the basis of the judgment is applicable to the actual controller is worth thinking and studying.

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DOI: https://doi.org/10.22158/sssr.v4n2p26


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