检视与导正：“夫妻公司”属“一人公司”性质的认定悖论

——以最高人民法院就“夫妻公司”系列案件认定为视角

中图分类号：D923.99 文献标志码：A 文章编号：1672-1101（2025）06-0040-08

Inspection and Correction： The Paradox of Determining that a “Couple Company” is of the Nature of a “One-person company -From the Perspective of the Supreme People's Court's Determination of a Series of Cases Involving “Couple Companies"

LI Yongjun， GUO Lijie （Law School， Wenzhou University， Wenzhou， Zhejiang 325035， China）

Abstract： At present， there is adivergence in the legal community regarding theunderstanding of“one person” in a one-person company，resulting in two opposing viewpoints： the normative interpretation and the substantive determination. The former strictly adheres to the legal text and naturally recognizes a couple company as an ordinary company. The latter，considering the balance of interests，recognizes a couple company as a oneperson company. Behind the diferent viewpoints lies a theoretical divergence on whether the couple company has an independent personality，which leads to the phenomenon of diffrent judgments in the same case at the practical level. The root cause lies in the misalignment of handling commercial disputes with a civil judgment mindset.The research holds that only by establishing the dominant position of commercial thinking in the judgments involving the nature determination of couple companies can the basic logic of commercial judgments be returned to，and the current judicial practice's differences and contradictions in judgments be effectively resolved. On the one hand， the principle of independence of the commercial subject should be adhered to，and the independent personality of the company should be respected. On the other hand， the principle of commercial appearance should be implemented to safeguard transaction security and eficiency. At the same time， in light of the modest requirements of the system of denying legal personality， the couple company should be recognized as an ordinary company. The issue of denying legal personality in such a company must strictly apply the general provisions of Paragraph 1 and Paragraph 2 of Article 23 of the Company Law，rather than the special rules of Paragraph 3.

Key words： couple company; one-person company; substantial one-person company; denial of corporate personality; civil thinking; commercial thinking

在夫妻公司法律定性问题上，司法实践长期存在认定分歧，甚至最高人民法院的裁判也呈现出截然不同的立场。（剩余11402字）