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有限责任制度对经济秩序的实际作用似一柄双刃剑,一方面它作为现代公司制度的基石,极大的促进了经济和社会的进步,但另一方面在利益的驱使下,有限责任被滥用导致社会公共利益、公司债权人利益遭受损害。为此,以美国为代表的普通法系国家以判例形式率先提出了公司人格否认制度,作为弥补有限责任在实践中的缺陷,为多数国家家所接受。我国修改后的《公司法》也对公司人格否认制度作出明确的规定。本文从三个部分浅谈对此制度的理解。
On the one hand, as the cornerstone of the modern company system, the limited liability system has greatly promoted the economic and social progress. On the other hand, under the influence of interest, the limited liability Abuse leads to social public interests, the interests of the creditors of the company suffered damage. For this reason, the common law countries represented by the United States have taken the lead in the form of precedents to put forward the system of denying the personality of the company as a remedy to the defect of limited liability in practice and accepted by most countries. The amended “Company Law” in our country also stipulates the company’s system of denying the personality clearly. This article discusses the understanding of this system from three parts.