There are two cornerstones of the modern corporate system, one is the rule of independent personality of the company, and the other is the rule of limited liability of shareholders. In real life, this situation occurs under the action of two cornerstones: after you lend money to a company, the company incurs a loss under normal operation, and the company has no money to repay you, and you are not allowed to ask the company's shareholders for money, because the company's personality is independent, and it should bear debts independently. For the shareholders of the company, the independent personality of the company and the limited liability of the shareholders constitute a firewall in terms of the company's debts.
However, if the company incurs a loss in the case of abnormal operation, for example, after the establishment of the company, the shareholders withdraw their capital contributions, and if the company does not have the money to repay the money owed to you, the law allows you to ask the shareholders who have withdrawn the capital contributions to return the money owed to you. This provision of the law is the corporate personality denial rule, which is a complement to the above two cornerstones. The "lifting of the veil of the company" often referred to in the book refers to the rule of denial of corporate personality, which requires shareholders who abuse their rights to harm the behavior of the company's creditors to bear responsibility for the company's actions, and the core of which is to protect the legitimate rights and interests of creditors in accordance with the law.
The provisions of the original Company Law on the rule of denial of personality were limited to the denial of the independent personality of the company and made the shareholders jointly and severally liable for the debts of the company, which was called the vertical denial rule of corporate personality. On this basis,The New Company Law adds a new rule of horizontal denial of corporate personality, that is, if a shareholder uses two or more companies under his control to abuse the independent status of a corporate legal person and the limited liability of shareholders to evade debts and seriously damage the interests of the company's creditors, each company shall be jointly and severally liable for the debts of either company.
This article is intended for general analysis and research or information sharing, and does not constitute any result of analytical research and judgment on specific laws, nor is it intended as any advice to readers or any basis for providing advice. The author hereby expressly disclaims liability for any action or omission taken pursuant to this document.