Publisher: Lawyer Xing Zhongxin | Date: July 0, 20221day | Category: Lawyer's Essay | 1406 people have seen it.

Introduction: This paper focuses on the confusion of personality of one-man company, which occurs frequently in judicial practice, and analyzes the forms and standards of proof of property independence of one-man company through cases.

1. Common forms of evidence for shareholders of a one-person company to prove that their property is independent of the company's property:

1. Company's industrial and commercial file registration information; 2. The account opening license of the company account and the bank flow during the period when the company has only one shareholder; 3. Notarial Certificate of Shareholders' Personal Property; 4. A statement issued by the company about the independence of one-person shareholder's property from the company; 5. Shareholder's capital contribution certificate; 6. The company's tax returns; 7. Annual audit report of the company; 8. A special audit report on the company's current accounts with its shareholders; 9. The shareholder's bank account is flowing; 10. Shareholders' tax returns; 1 1. The company's continuous accounting vouchers, account books and financial statements in recent years; 12. Articles of Association and financial system; 13. Judicial accounting appraisal opinions.

Two, according to the judicial practice of the court's identification and adoption of the above evidence, we should pay attention to the following when submitting evidence:

(1) When providing financial information, shareholders must pay attention to the continuity and integrity of the information.

CaseNo.: (20 17) Guangdong 1202 Objection 12 Ruling

Main points of judgment: The court held that "during the review of the case, Huang Peizhi submitted to our court the information of Zhaoqing Duanzhou Huazhi Real Estate Co., Ltd. on March 20 17 16 and the company's tax returns for 20 14 to 20 16 years, 20 12 years. After our hospital asked Huang Peizhi to provide relevant evidence such as accounting vouchers, account books and financial statements of Huazhi Real Estate Co., Ltd. in Duanzhou District of Zhaoqing City from 20 14 1 month to 20 1 March 30, 7, Huang Peizhi still only provided some accounting vouchers and audit reports for 20 12 years, some income statements and balance sheets for 20 16 years. The above evidence is not continuous and complete financial information, and our court cannot determine the authenticity of the above evidence, nor can we determine that the company property is independent of Huang Peizhi's personal property based on the above evidence. "

From this case, we can see that although the shareholders submitted the company's tax returns for three consecutive years from 20 14 to 20 16, the Notary Certificate, part of accounting vouchers and audit reports for 20 12, part of income statement and balance sheet for 20 16 to the people's court, they were approved by the court.

(2) Shareholders should pay attention to whether the dispute involved in the case occurred during the period when the shareholder was a one-person shareholder of the company, and pay attention to the objectivity, standardization and continuity of evidence such as audit reports.

CaseNo.: (202 1) Jing Min Zhong 2 18 Civil Judgment

Referee's main points: The court held that "Tian Yuanyuan transferred its equity and changed the company type from a one-person limited liability company to a non-one-person limited liability company only after the arbitration award confirmed the debts owed by Dongxicangtang Company to Zhupengcheng Company. As a former shareholder of the company, Tian Yuanyuan must prove that the company and individual accounts are clear and there is no confusion during his tenure as the sole shareholder before he can be excused. In this case, Tian Yuanyuan was a shareholder of Dongxi Caotang Company from September 20 12 to September 20 19 1 month. As the sole shareholder and legal representative of the company, he was responsible for managing the company's property. However, Dongxi Caotang Company did not prepare financial and accounting reports in accordance with the Company Law of the People's Republic of China and the Accounting Law of the People's Republic of China and was audited by accounting firms. Although Dongxicao Company submitted the Audit Report on the Financial Statements of Beijing Dongxicao Culture Co., Ltd. for 20 12 to 20 16 issued by Beijing Yongkun Certified Public Accountants, the report was issued on February 2, 2020, which was not audited at the end of each fiscal year according to the law, and the time range involved in the audit could not cover Tian Yuanyuan as a shareholder of the company. Although Dongxi Caotang Company submitted its balance sheet and profit and loss statement for 20 12 -20 19 years, the above materials did not reflect its debts to Zhupengcheng Company. On the contrary, Tian Yuanyuan paid the project payment to Nalei Remittance Company in three installments in 20 12 and 20 13. Therefore, the evidence provided by Tian Yuanyuan and Dongxi Caotang Company is insufficient to prove that the property of Dongxi Caotang Company and Tian Yuanyuan's personal property are independent of each other. Tian Yuanyuan's claim that it is independent from the property of Dongxi Caotang Company cannot be established. "

(3) After a one-person shareholder bears the preliminary burden of proof, if the application executor cannot point out that the evidence submitted by the shareholder may constitute a problem in hotchpot, nor can he submit any evidence that the shareholder and the company constitute a hotchpot, it shall be deemed that the shareholder's property and the company's property do not constitute confusion.

CaseNo.: (20 18) Supreme People's Application No.35 16

Referee's key points: ..... Huachen Company was changed to Peng Hailong's sole proprietorship limited liability company on August 20 16, but the company also provided the audit reports of Huachen Company in 20 1 5 and 20 16, which proved that there was no confusion between the company's property and Peng Hailong's personal property. Although the New Eighth Company refuses to recognize the audit report, it has not provided enough evidence to the contrary to prove the existence of personality confusion, and at this time, it should be determined that the shareholder's property and the company's property do not constitute confusion.

Third, how to prevent it: avoid the daily management suggestions of one-man company hotchpot.

One-man company puts forward higher requirements for shareholders' daily management activities by reversing the burden of proof on property independence. In order to avoid the litigation and execution risk of personality denial, shareholders of one-person company should pay attention to the following issues in their daily management and litigation:

(1) Bank accounts shall be opened independently of each other, so as to avoid the situation that shareholders and the company * * * use accounts or mix accounts.

(2) Conduct an annual audit according to law and make an annual audit report in a timely, standardized and complete manner (if the annual audit report is supplemented at the litigation stage, it will generally not be supported by the court).

(3) Make industrial and commercial, financial and tax declarations to the industrial and commercial and tax authorities independently.

(4) financial accounting standards. Set up a complete and independent accounting department to properly keep accounting books and vouchers; The property of shareholders and the company shall be separately listed and collected, accounted for separately, and the profits shall be distributed and kept separately.

(5) The financial transactions are independent and clear, avoiding the behavior of paying the contract money without contract basis, and avoiding the behavior of paying the rent, utilities, personnel wages, etc.

Of course, property independence does not prohibit financial transactions between parent and subsidiary companies. For normal capital transactions, we should standardize operations, collect reasonable interest, and make and keep original documents such as corresponding company resolutions and contracts.