公司契约论——从公司人格否认谈起（Corporate contract theory from the denial of corporate personality）.doc

公司契约论——从公司人格否认谈起（Corporate contract theory from the denial of corporate personality） Corporate contract theory: from the denial of corporate personality Author: Qiao Xinsheng First, the legal logic transformation of the company structure When our country is trying to establish a modern enterprise system, endow the enterprise with independent qualification of the main body of the market, and actively promote the company system, realize the enterprises business, since the risk, western countries started a denial of corporate personality theory. British and American French called this theory uncovering the corporate veil, and mainland French called it the direct line. It means that at some specific time, the companys legal personality is denied, and the company has the legal liability associated with the company outside of the company. American scholars Philip and Brahm Berg compared it figuratively to a hole in the wall of limited liability erected. Scholars in China believe that the negation of corporate personality and the establishment of corporate personality and the destruction of corporate personality constitute the three indispensable aspects of the dialectical unity of the legal person system. We believe that the system of disregard of corporate personality is the inevitable result of the development of corporate legal system. It not only reveals the development of the company system, but also shows the internal nature of the company system. From the appearance point of view, the company personality denial is the denial of legal system, because the legal person have to bear civil liabilities independently as a symbol, but the disregard of corporate personality is proof of the legal characteristics of the company system from the opposite side, because there is no independent personality does not exist to deny, disregard of corporate personality is to highlight the corporate characteristics the. Although this is not made in China to break the idea somewhat ahead