In practice,disputes over the damage of creditors by actual controllers are frequent,but the Company Law has not included actual controllers into the scope of the legal personality denial system,and the Draft Revision of the Company Law has not been perfected.In order to explore whether the denial of corporate personality of affiliated companies can regulate the actual controller,it is found through empirical analysis that the judgment of such cases falls into the dilemma of the absence of the actual controller's responsibility form,the lack of overall regulation of its abuse,and the disunity of liability identification and legislation.The application of the system by the actual controller fits the essence of the legal person system,protects the interests of creditors,closes legal loopholes,and effectively regulates the abuse of the actual controller.In the future,the Company Law shall incorporate the actual controller into the regulation scope of the legal personality denial system of affiliated companies,and improve the legal personality denial system.At present,the interpretation of paragraph 3 of Article 20 of the current Company Law can be expanded from the legislative purpose,and the application scope of the legal personality denial system of affiliated companies can be extended to the actual controller.When hearing such cases,the court should strictly grasp the constitutive elements,adopt multiple criteria to identify the behavioral elements,and attach importance to the outcome elements;at the same time,the court should adhere to a prudent position,investigate the necessity of application,and hold fast to"one case,one denial"in order to prevent the denial of legal personality system from being abused.
affiliated companydenial of corporate personalityactual controllerconstituent elementsprudent application
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