| 英文摘要 |
The standard of independent proof of single-member company property (Article 63) has long been different, and under the dual role of normative dilemma and cognitive dilemma, judges over-rely on judicial audit. The above differences and dilemmas are the concrete manifestation of the difference in the value orientation of different judges in the judicial system, the company system, the evidence system and the judicial appraisal system in the case handling. Because the judicial practice is gradually taking the strict proof standard as the mainstream, the probability of denying the personality of the single-member company involved in the lawsuit is extremely high, and the institutional value of the single-member company is questioned. In the sixth amendment of the Company Law, the legislator has wavering on the survival or abolition of article 63. The ideal single-member company property independent proof adjudication rule should be built on the consideration and balance of multiple values: First, Article 63 is applied separately as a special rule, and is not subject to the subjective malice and damage result requirements under Article 20 paragraph 3; Secondly, the financial accounting report is the most appropriate form of evidence to prove the direction of the company’s property, and the qualification examination of evidence should be carried out around the annual audit obligation. In addition, the probative power of qualified evidence is subject to both form and content, and the probative power of special judicial audit report is the highest. Finally, the burden of proof for a single-member company to perform the annual audit obligation can be appropriately reduced and partially transferred, and the joint and several liability of the shareholders of a single-member company can also be interpreted as limited to the scope of property confusion. In view of the unique value of article 63, legislation should not be abandoned, but should be improved. Annual audit obligations (Article 62) If special audit content is added, the effectiveness of the system will be effectively activated. |
