Ten Typical Taiwan-rights Cases No. 3

Reference Case: Taiwanese Plastics Company v. Zhejiang Import-Export Company and its Shareholder Ningbo Plastics Company

When a shareholder sets up a new company during negotiations and has that company sign the contract, and the new company is plainly commingled with the shareholder in business scope, premises, management, and finance staff while promptly transferring the purchase price to the shareholder without real transactions, the shareholder may be found to have abused separate corporate personality and limited liability and therefore be jointly liable for restitution of the price.

Holding

When a shareholder sets up a new company during negotiations and has that company sign the contract, and the new company is plainly commingled with the shareholder in business scope, premises, management, and finance staff while promptly transferring the purchase price to the shareholder without real transactions, the shareholder may be found to have abused separate corporate personality and limited liability and therefore be jointly liable for restitution of the price.

Issues

new company inserted into the transactionfinancial commingling between shareholder and companyswitching contract counterparties to evade debt