Three graduates start a consulting business in Shenzhen. They use one trade name, split profits equally, and sign two contracts before deciding whether to register a company. One founder later registers a limited liability company using the same trade name.
Start by separating the time before registration from the time after registration. Then list which assets, names, records, and bank accounts belong to which person or entity.
Students should produce a timeline and an entity map. The strongest answers distinguish formation liability from later separate personality and identify facts relevant to veil piercing without assuming that every small company is abusive.
Exercise sources
中华人民共和国公司法
The core statute for Chinese companies, covering legal personality, registration, capital, corporate organs, directors' duties, state-invested companies, bonds, accounting, restructuring, dissolution, liquidation, and liability.
中华人民共和国民法典
The general private-law framework for legal persons, civil juristic acts, agency, property, contracts, tort liability, and remedies that company-law disputes often rely on.
The classic common-law authority for separate corporate personality and limited liability.
指导案例15号：徐工集团工程机械股份有限公司诉成都川交工贸有限责任公司等买卖合同纠纷案
A corporate personality and creditor-protection case involving affiliated companies, commingled business, overlapping personnel, and confusion of assets.