摘要:作为一项法律制度,公司法人制度只是一项法律拟制,在实际社会生活中仍然依赖自然人,因此,股东滥用公司独立人格,损害第三人利益和社会利益的情形时有发生。这是的公司已经不是原本意义上的公司,而是股东依照自己的控制意志实施违法行为的,逃避债务,规避法律的工具,造成公司人格的异化,打破了公司法人制度在股东和公司债权人之间建立的利益平衡,因而在根本上破坏了公司法人制度的基本原则。
is mandatory legal norms restricting hand specific subject, should bear the obligation to act or omission , but its use of the new company or an existing company 's personality, artificially changing the mandatory legal norms applicable premise , to achieve the purpose to avoid legal obligations , so that would defeat the purpose of legal norms .
Mandatory legal norms generally is to protect the overall interests of society and the establishment of , misuse of company shareholders conduct independent personality adjustment of the interests of society as a whole is difficult to achieve . If you do not stop , there will be the fundamental purpose of illegal human system . Therefore, lifting the corporate veil , to restore more in the corporate personality behind the veil of the true face of the shareholders , let assume the responsibility to circumvent the law .
4 , the abuse of corporate personality to defraud creditors
Abuse independent personality of fraudulent transactions , damages creditors of the company , for example, in order to avoid creditors and the company's property to enforce the newly established company , the original company's property transferred to the new company. Misrepresentation , the company's assets, financial position , operating conditions, ability to pay misrepresentation that lifted the veil become a reality.
5 , Xinghai of corporate personality
Xinghai of corporate personality , so that the company is completely confused with shareholders , the company became a shareholder , or another company's alter ego , or become its agents and tools , forming shareholders that the company , the company that shareholders situation. The company has a separate legal personality , to own property to unlimited liability for its debts . If the property interests of the company and the shareholders appear on the confused , they may be confused with shareholders personality , to become shareholders control tool.
( 1 ) over the control
Entirely by the shareholders of the company behind the domination and control , controlling shareholders will impose their will upon the company , the company as a tool to achieve their goals , in order to cause the company to lose self- determination and decision-making ability . Excessive control including shareholder owns all the shares , the dominant company's expenses , guarantees the company's debt , the company will make the company as a department, or loss of independence . Excessive control usually occurs in the parent company , this control is the court 's reasons for piercing the corporate veil .
( 2 ) hotchpot
Company and the shareholders or parent company , Brothers hotchpot between the company Xinghai Basic Characteristics . Hotchpot violate the principle of separation , resulting in occult and the company's property misappropriation . Hotchpot no assurance company implementing capital maintenance and capital the same principle , affect the company's ability to settle the payment .
( 3 ) Business confused
Business between the company and the shareholders also confuse the basic performance of the company Xinghai . Confused because businesses can easily lead to the company 's
www.51lunwen.org transactions and intra-group financing , interest free transfer, resulting in a subsidiary of parent company interests. The court found that the above scenario is generally app
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。