公司法人格否认作为一种保护债权人利益的核心制度诞生于19世纪末的美国,其主要针对公司运行当中股东滥用公司独立人格和股东有限责任这一问题。后相继风靡于英国、德国、日本等国,我国也在2005年修订的《公司法》中引入该制度。但由于缺乏对该制度的理解认知,实践操作中仍存在许多问题。本文欲以《公司法》中相关规定为突破口,综合该制度的理论现状,希望对该制度的完善进行有益的探索。 Corporate personality deny as a core system to protect the interests of creditors was born in the United States in the late 19th century. It focuses on the abuse of the company’s independent personality and shareholders’ limited liability. After the popular in the United Kingdom, Germany, Japan and other countries, our country was also revised in 2005, “Company Law” to introduce the system. However, due to the lack of understanding of the system, there are still many problems in practice. This article wants to take the relevant provisions in Company Law as the breakthrough point and synthesizes the theoretical status quo of the system, hoping to make a useful exploration of the perfection of the system.