外部逆向法人人格否认制度探析

Analysis of System of Outsider Reverse Disregard of Corporate Personality

外部逆向法人人格否认指的是债务人滥用股东权利和公司独立法人地位,故意将财产无偿转移给公司法人,或者姐妹公司之间利益输送,以逃避债务侵害债权人权利时,可以否定公司法人独立人格,使公司在受让财产限度内对债权人承担债务的清偿责任。从我国理论发展和司法实践的需要来看,《公司法》第二十条所确立的法人人格否认制度适用范围过窄,有必要引入逆向法人人格否认制度,与传统的人格否认制度统一为整体,以更好地保护债权人的利益。

Outsider reverse disregard of corporate personality means when debtors abuse shareholders＇ rights and the corpo- rate independent personality, or transfer their property to the company deliberately for free, or transfer benefits to a sister com- pany in order to evade repayment of debts, causing damage to creditors, the independent personality should be disregarded, and the company should pay the shareholders＇ debt in the range of how much it received from the shareholder. Viewing the theory developing and the need of juridical practice, the Article 20 of Company Law cannot cover the entire situation. It is indispensa- ble to introduce the system of reverse disregard of corporate personality, and combine the traditional system to improve the pro- tection of creditors.