Introduction
This unit takes the separate-personality promise seriously and then asks when it fails. Students distinguish ordinary limited liability from abuse, commingling, undercapitalization, and post-dissolution misconduct.
Key Legal Issues
- Abuse of company personality and shareholder limited liability.
- Group-company confusion, asset commingling, and shared operations.
- Creditor remedies against shareholders, controllers, and liquidation obligors.
- Evidentiary facts that support or weaken veil-piercing claims.
Hypotheticals
- A supplier invoices Company A, but payments arrive from Company B and sales staff use Company C email signatures.
- A single shareholder moves profitable contracts out of a debtor company before judgment.
- Shareholders abandon a company after license revocation and lose its books.
Legislation
Use the Company Law’s personality-abuse and creditor-protection provisions with the Civil Code’s general private-law concepts. Interpretation III, the registered-capital provisions, the Bankruptcy Law, and the bankruptcy conference minutes help students connect veil piercing to unpaid capital, liquidation failures, and collective creditor proceedings.
Cases
Guiding Case No. 15 is the main Chinese group-confusion case. Guiding Case No. 9 shows liquidation-related creditor protection. Salomon supplies the comparative baseline.
Readings
The revision explanation helps students ask why the 2023 law expressly addresses horizontal veil piercing among affiliated companies. The comparative and China-focused veil-piercing readings then let students test how courts identify abuse, commingling, common control, and creditor reliance.