人格否认背景下夫妻股东责任问题研究

Research on the Liability of Husband and Wife Shareholders under the Background of Personality Denial

“夫妻公司”因其股东之间不可避免的夫妻关系,在经营过程中,容易出现人格否认问题。本文在“夫妻公司”人格否认背景下,首先通过比较个人独资企业说、合伙企业说、一人公司说以及有限责任公司说等学说的优缺点,从而明确“夫妻公司”的性质;其次,通过梳理夫妻股东的出资来源,分路径对出资分别来自夫妻共同财产或/和夫妻私有财产的情形进行讨论,通过结合夫妻股东的主观意图,明确在人格否认背景下,公司股东的出资来源不同时,夫妻股东的责任应当作何划分的问题;最后通过立法、司法、行政和完善内部制度方面,规范“夫妻公司”的运营模式,明确股东责任范围,以此减少债权人风险,保护债权人的利益。

Because of the inevitable conjugal relationship between the shareholders, “husband and wife company” is prone to personality denial in the course of operation. Under the background of personality denial of “husband and wife company”, this paper first makes clear the nature of “husband and wife company” by comparing the advantages and disadvantages of theories such as sole proprietorship, partnership, one-person company and limited liability company. Secondly, by sorting out the sources of capital contribution of the husband and wife shareholders, the paper discusses the situation that the capital contribution comes from the husband and wife’s common property or/and the husband and wife’s private property in different ways. By combining the subjective intention of the husband and wife shareholders, it makes clear how to divide the responsibilities of the husband and wife shareholders when the sources of capital contribution of the company shareholders are different under the background of personality denial. Finally, through legislation, judicature, administration and internal system improvement, the operation mode of “husband and wife company” is standardized, and the scope of shareholders’ responsibility is clarified, so as to reduce the risk of creditors and protect the interests of creditors.