拓宽公司法人格否认诉求主体之范围——强化公司社会责任的最佳途径

Broadening Scope of the Subject of Appeals in the System of Disregard of Corporate Personality:Strengthening the Best Way to Corporate Social Responsibility

我国现行《公司法》中明确规定了债权人可以作为诉求主体启动公司法人格否认制度。但国内学界对于公司法人格否认诉求主体的范围存在着争议。在营利性与社会性并存的现代公司中,该制度尚未能满足对利益相关者的法律保护。国外公司立法实践表明了公司法人格否认诉求主体范围不仅应包含债权人,债权人以外的其他利益相关者也可以作为诉求主体启动公司法人格否认制度。而拓宽公司法人格否认诉求主体的范围又是强化公司社会责任的最佳途径。

Company law in China which clearly prescribes creditors as the subjects of appeals will start the system of disregard of corporate personality. But there is a dispute about the scope of the subject of appeals in the system of disregard of corporate personality in our academic. In modern companies of the profit optimization and sociality, that system has not yet been able to meet the need of legal protection of stakeholders. Practice of foreign company＇ s legislation shows that the scope of the subject of appeals in the system of disregard of corpo- rate personality should include not only the creditor, but also the other stakeholders as the subjects of appeals that can start the system of disregard of corporate personality. Broadening scope of the subject of appeals in the system of disregard of corporate personality is the best way to strengthen corporate social responsibility.