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Key Finding

China’s 2023 company law reform fuels surge in veil-piercing cases, defying common law trends and reinforcing creditor protection

Abstract

China stands apart from common law jurisdictions in its frequent and expansive application of veil-piercing, a doctrine traditionally regarded as an exceptional remedy. This paper reassesses veil-piercing in China in light of the 2023 Company Law revision, which for the first time codified veil-piercing between companies under the same parent company, as set out in Article 23(2). An empirical analysis of judicial decisions before and after the revision reveals that, rather than constraining veil-piercing, statutory clarification has coincided with its accelerated application. Courts have increasingly adopted a standardised but formalistic approach, lowering evidentiary thresholds and reinforcing a creditor-friendly legal environment. These findings challenge the assumption that China’s high veil-piercing rate stems from judicial misinterpretation or statutory vagueness. Instead, the paper argues that statutory formalisation, judicial institutional constraints, and policy imperatives have collectively driven the doctrine’s expansive use. By placing China’s practices within a comparative framework, the paper examines how legal codification interacts with institutional structures to shape judicial behaviour. It highlights systemic differences in judicial discretion, legal reasoning, and policy orientation between China and common law jurisdictions such as the UK and the US, explaining why statutory clarification in China has reinforced rather than restrained veil-piercing. To mitigate concerns over judicial overreach and the erosion of limited liability, the paper proposes clearer judicial guidelines, refined evidentiary standards, and greater transparency to balance creditor protection with the principle of corporate personality.

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