论公司人格否认与公司债权人的保护

On Disregard of Corporate Personality and Corporate Creditors' Protection

公司独立人格和股东有限责任是现代公司法人制度的核心内容 ,它在公司投资者和公司债权人之间设下法律屏障 ,实现了各群体之间的利益均衡。但是 ,现实生活中出现的股东滥用公司人格的现象 ,使得股东与债权人的利益失衡 ,故必须有一种制度来对股东的行为加以规范 ,这就是公司人格否认制度 (又称揭开公司面纱理论 )。公司人格否认制度是一项有效保护债权人利益的措施 。

The corporate legal person system chiefly embraces the independence of corporate personality and limited liability of shareholders. In this way, a legal shelter has been set up between the investors and the creditors, therefore, the balance of interests has been achieved. But in fact, the shareholders abuse the corporate personality in real life, which leads to the unbalanced interests of the shareholders and the creditors. So, a kind of system must be established to regulate the act of shareholders. This is so called disregard of corporate personality (also known as the theory of uncovering the veil of corporation). The disregard of corporate personality system is a very effective measure to protect the creditors' interests. The main purpose of this system is to protect the creditors' legal rights.