Guangdong Model Case: License transfer and beneficiary-subsidiary liability

Reference Case: Building Materials Company v. Nanjing Construction Company, Guangdong Construction Company, et al.

In a Guangdong model case on private-economy protection, the Guangzhou Intermediate People's Court held that a parent construction company abused corporate separateness by transferring key licenses, technical staff, projects, and large amounts of cash to its subsidiary, creating a structure in which benefits accrued to one company while losses remained with the debtor. The court treated this as over-control justifying veil piercing and held the beneficiary subsidiary jointly liable for the construction debt.

Holding

In a Guangdong model case on private-economy protection, the Guangzhou Intermediate People's Court held that a parent construction company abused corporate separateness by transferring key licenses, technical staff, projects, and large amounts of cash to its subsidiary, creating a structure in which benefits accrued to one company while losses remained with the debtor. The court treated this as over-control justifying veil piercing and held the beneficiary subsidiary jointly liable for the construction debt.

Issues

over-control and dominationtransfer of core licenses, technical personnel, and projects to a subsidiaryshell-stripping that shifts benefits to one company and losses to another