1. In the process of company transformation, many enterprises, factories and mines without legal personality have changed their signboards and become "XX head office" and "XX group company". These flop companies either have no independent legal person property, or have no independent legal person qualification, or divide the profits of enterprises in various forms. When assets are insolvent, shareholders or investors refuse to take responsibility with the veil of limited liability, thus seriously damaging the interests of creditors.
2. In the establishment of specific companies, due to lax control, a large number of shell companies and fake companies made false contributions or evaded their contributions, which seriously affected the transaction safety and disrupted the social and economic order.
3. In social and economic life, there are a large number of shareholders' illegal manipulation and excessive control over the company and the parent company's subsidiaries, and they regard the company as "another self" for personal gain.
4. Some shareholders use the name of the company to engage in illegal acts, mainly in the use of the company to violate the principle of good faith to implement some fraud.
Based on the above situation, China should introduce the liability of recovery, that is, when shareholders abuse their limited liability status, thus harming the interests of the third party and society, the law or the court orders shareholders to bear the resulting corporate debts with their personal property. However, how to introduce the responsibility of recovery is a difficult problem faced by the theoretical and judicial circles in China. Drawing lessons from the common practice abroad, it seems that it is difficult for the court to exercise discretion in cases of abuse of limited liability in our social life. Because the professional knowledge, experience and quality of judges in our country are still far from satisfactory, if they are allowed to dominate the huge discretionary space, it will inevitably lead to the willfulness and unfairness of the judiciary, which will most likely make people lose their legal belief and be extremely unfavorable to the construction of socialist rule of law in our country. In addition, China's inherent statutory law tradition is hard for most people to accept that it is entirely at the discretion of judges. In view of this, we advocate directly stipulating the liability for recovery in the revision of the company law. It can be stipulated in the general rules that "shareholders of a company who violate business ethics, honesty and credit, abuse corporate personality and cause losses to the interests of third parties or social public interests shall be liable for the company debts arising from their actions". Then, in specific chapters, some situations and legal responsibilities of abusing corporate personality and limited liability are stipulated.