sherry什么意思LIFTING THE CORPORATE VEIL 英文论文 揭开公司面纱

2021年1月19日发(作者：attractive)
LIFTING THE CORPORATE VEIL

Bibliography:
Books and Journals:
John
Dewey,
The
Historic
Background
of
Corporate
Legal
Personality,
35
Yale
L.J.655 passim (1926)

William
O.
Douglas
&
Carrol
M.
Shanks,
Insulation
from
Liability
through
Subsidiary Corporations, 39 Yale L.J. 193 passim (1929);

Warner Fuller, The Incorporated Individual: A Study of the One-Man Company, 51
Harv. L. Rev. 1373 passim (1938);

Elvin R. Latty, The Corporate Entity as a Solvent of Legal Problems, 34 Mich. L. Rev.
597 passim (1936).
AW Machen,
C
Alting,

the
corporate
veil
in
German
and
American
law
-
Liability
of
individuals
and
entities:
a
comparative
view
(1994
–
1995)
2
Tulsa
Journal
Comparative & International Law 187.
Anna
Farat
&
Denis
Michoň,‖Lifting
the
Corporate
Veil:
Limited
Liability
of
the
Company.


Dine Janet, Company Law, 5th ed, (2005) Palgrave Macmillan
DHN
Food
Distributors
Ltd.
v.
Tower
Hamlets
London
Borough
Council
(1976)
1
WLR 852.
Cases:
Salomon v. Salomon & Co. Ltd. [1897] A.C. 22.

DHN
Food
Distributors
Ltd.
v.
Tower
Hamlets
London
Borough
Council
(1976)
1
WLR 852.
Introduction:
The
corporate
veil
doctrine
—
and
the
related
rules
of
separate
corporate
personality and limited liability
—
has been a much-studied subject in corporation law
since
the
early
part
of
the
twentieth
century.
1
The
corporate
veil
in
the
United
Kingdom is a metaphorical reference used in UK company law for the concept that
the rights and duties of a corporation are, as a general principle, the responsibility of
that
company
alone.
This
concept
has
traditionally
been
likened
to
a

of
separation
between
the
legal
entity
of
a
corporation
and
the
real
people
who
invest
their money and labor into a company's operations.

Corporate veil lifting depicts
a lawful judgment or right
to
treatment as
a right
or liability of its share-holders or the Board of Directors. We can say that a separate
legal
entity
depicts
a
corporation
possessing
a
liability
to
own
its debts
and at
the
same time, corporation is a sole beneficiary of owed credit. Countries having common
law
generally
support
the
rule
of
separate
personality,
but
countries
may
lift
the
corporate veil depending upon the situation.
2



Limited liability and separate personality:
Without incorporating a company, limited liability is not available. The idea of
limited liability is that when a company is liquidated, its members (or shareholders)
are not required to contribute, but they must pay their shares in the company's entire
assets.
In
other
words,
the
liability
of
members
is
limited.
The
capital
can
be
mobilized
more
effectively
through
limited
liability.
Limited
liability
is
also
an
effective
means
of
raising
funds
for
the
company.
With
limited
liability,
companies
have a choice of either loans
or limited liability capital
market
development
is
also
facilitated by limited liability.
3

Separate personality is another concept.
It is observed that limited liability and
separate
personality
are
different
concepts.
Considering
the
case
of
unlimited

1

See, e.g., John Dewey, The Historic Background of Corporate Legal Personality, 35 Yale L.J.655
passim (1926); William O. Douglas & Carrol M. Shanks, Insulation from Liability through Subsidiary
Corporations, 39 Yale L.J. 193 passim (1929); Warner Fuller, The Incorporated Individual: A Study of
the One-Man Company, 51 Harv. L. Rev. 1373 passim (1938); Elvin R. Latty, The Corporate Entity as
a Solvent of Legal Problems, 34 Mich. L. Rev. 597 passim (1936).
2
3

AW Machen,
Harvard Law Review
253.

C Alting,
entities: a comparative view
–
1995) 2
Tulsa Journal Comparative & International Law
187.
company, separate personality can be present but without limited liability. It
’
s in the
constitution that law can lay down limited liability without separate personality. But
this
is
possible
only
in
limited
partnership.
Generally
it
has
been
observed
that
operation
of
limited
liability
can
be
made
very
smooth
by
the
use
of
separate
personality.

Separate personality can be defined as a business setting in which assets and
liabilities of the company does not belong to its members but to the company itself.
Courts have the right of lifting the corporate veil which will result in member being
liable.
Limited
liability
is
only
applicable
when
a
company
in
the
process
of
wrapping-up. If an unlimited company is declared bankrupt members are to share the
funds to pay company’s debt. But this does not mean that the creditor can directly sue
the members. However, if the company is a limited liability company, members of the
holders of fully paid shares are in no way liable to contribute to the company debts.



The corporate veil principle:
Ever since 100 years ago, the famous case of

Salomon v. Salomon & Co. Ltd
1
, one might
say a case that is not entirely welcomed by all, it has been a settled principle of English Law that
the
veil
of
incorporation
can,
and
often
does,
give
the
members
of
a
company
limited
liability,
protected by that which constitutes the
―
separate personality
―
of the company.

On appeal, the House of Lords held that Salomon case was not a sham that the debts of the
corporation were not the debts of Mr. Salomon because they were two separate legal entities; and
that
once
the
artificial
person
has
been
created,

must
be
treated
like
any
other
independent
person with its rights and liabilities appropriate to itself.

As Lord Macnaghten observed
2
:
“
The
company
is
at
law
a
different
person
altogether
from
the
subscribers
to
the
memorandum,
and,
though it may be that after incorporation the business is precisely the same as it was before, and
the same persons are managers, and the same hands receive the profits, the company is not in law
the agent of the subscribers or trustee for them.‖


1
2

Salomon v. Salomon & Co. Ltd. [1897] A.C. 22.



Ibid. at p. 51.