有限责任的缺陷及法人人格否认制度之构想

股东有限责任与公司人格独立是法人制度的价值所在,然而有限责任在促进经济发展、吸收股东投资的同时也有无法回避的致命的弱点。从有限责任固有的缺陷着手,结合我国公司人格滥用之现实和国外法人人格否认制度的法理分析,应能找出构建我国公司法人人格否认制度的一些方法。

Defects of Limited Liability and Piercing the Corporate Vein

The value of a corporation lies in the limited liability of its shareholders and its independent personality. However, apart from its dedication to the development of economy and attraction of shareholders’ investment, the limited liability has some inevitable fatal defects. Based on an observation of the inherent defects of the limited liability and a theoretical analysis of the abuse of corporate personality in China, and the doctrine of piercing the corporate vein available abroad, this author puts forward her suggestion as to how to construct piercing-the-corporate-vein regime in China.