我国公司人格否认制度之探析

On the System of Corporate Personality Negation in China

英美等国采用判例法形式将公司人格否认之诉适用于个案,而我国则以成文法的形式将这一规则引入,因过于原则、抽象,存有制定法的固有缺陷,在实务上难以操作。同时,很容易造成法官滥施人格否认之裁判及债权人滥诉。为弥补该缺陷,应明确该诉之诉讼时间、证明责任及法官裁判案件的适用要件,同时发挥司法解释及案例指导的作用。

Countries like UK and US take the case--law form to sue the company personality otherwise person are suitable for the case. China introduces this rule in the form of written laws. However, as this rule seems too general and abstract and has the inherent flaw of written laws, it is very difficult to operate in practice. At the same time, the judges are prone to abuse the right to execute referee and the creditor are liable to abuse the personality denial. In order to make up this flaw, the lawsuit time, the certificate responsibility and judge the referee case＇s suitable important document should be made clear and the judicial interpretation and the case instruct function should be brought into full play.