单船公司法人面纱后的法律困惑

Legal confusion behind the veil of single-ship companies

属于同一船东或航运集团的单船公司之间是彼此独立的法人,这是航运界及司法界的共识。2008年航运市场的崩溃,有些单船公司资不抵债,债权人试图通过否定单船公司的独立法人人格而使股东或者从属于同一船东或者航运集团的其他船公司负责。采用个案分析、比较研究等方法,在考察中国相关法律规定、案例以及英美国家的判例后认为,有限责任公司法人人格独立乃是有限责任公司制度的基石,否定法人人格应慎而又慎。

Single-ship is generally believed by people from both the shipping and the judicial circles that the single-ship com- panies, even if owned by the same shipowner or belong to the same business group, are still separate legal persons with inde- pendent legal personalities. Since the collapse of the shipping market in 2008, many single-ship companies are in fact insol- vent, the creditors try to pierce the veil of the companies and hold the shareholders or the companies belonging to the same shareholder or shipping group liable. However, after considering related cases both in China and from foreign countries as well as the stipulations of our company law, the following conclusion has been drawn： the independent legal personality is the cornerstone of the entire limited liability company system, and should not be denied unless under extreme conditions.