| 英文摘要 |
After the reform of the system of the company’s registered capital subscription, the adjudicated reasoning of applying the rule of disregard of legal personality to judge whether the company’s capital is obviously insufficient by applying the legal minimum registered capital has lost its foundation. Despite the fact that the Minutes of the National Conference on Civil and Commercial Judicial Work of the Courts formally established significant capital deficiency as one of the grounds for the rule of corporate personality denial, however, there is still much controversy as to whether there is still room for the application of the significant insufficiency of capital under the subscription system. The judicial decisions have shown that the arbitrariness of the amount and duration of capital contribution under the subscription system has led to a mismatch between the business and risk of some companies, while the lack of uniformity in the judicial standards for the adjudication of significant capital deficiency has also increased the risk to creditors. However, there is still room for the application of significant undercapitalization under the contributory system. Depending on the type of debt, the role of significant undercapitalization differs between voluntary and involuntary debts. Specifically, firstly, in voluntary debt, significant capital deficiency is rarely applied in isolation, although there is an exception for fraud, whereas in involuntary debt, significant capital deficiency can be the sole determining factor. Secondly, there is a need to clarify the meaning of capital, the point in time when it applies and the method of defining a significant deficiency. |
