Dr. Samah Elata Babiker Mohammed
Assistant Professor of Commercial Law – Faculty of Law – University of AL Neelain – Khartoum – Sudan

Abstract:

The problem of the subject in research is the evasion of some of the company’s officials and shareholders form fulfilling their obligations towards the others, hiding behind the distinct legal entity cover to avoid any legal liability for a legal obligation or duty that they had to fulfill, especially that the founders and members of the board of directors and the managers are the ones concerned, which requires the need to lift the veil of the distinct legal entity of the company by applying the rules and principles of corporate governance towards them.
The research aims to protect the rights of shareholders and the others from the concealment of the company or its founders or its board of directors under the cover of its distinct legal entity companies, and to limit the existence of fictitious or nominal companies.
The research followed the descriptive analytical method wherever indicated. Implementing the concept and principles of corporate governance is important in ensuring that the company’s laws are enforced and respected.
The research concluded that by applying and activating the rules of the company’s law and the principles of governance on the company concerned, we can establish the responsibility of those who violate the rules of law, return the rights to their rightful owners, and ensure the control of companies.
The research recommended the necessity of lifting the veil of the distinct legal entity of the company to establish responsibility for those who hide under its distinctive cover in the face of the company’s creditors and the others when the situation is not in their interest and prevent them from establishing it if it is in their benefit by establishing and applying the jurisprudential and fundamentalist rule “Fined of Gain”.
The research also recommended the necessity of determining the legal protection of the shareholders and others, which is predicated on the principle of the independence of the financial liability of the company as one of the most important pillars and the consequences of the principle of distinct legal entity of the company, which represents the general guarantee of the creditors, and the need to unveil those who hide behind it, and the need to hold them accountable to determine and establish their legal responsibilities towards it.

Keywords: distinct legal entity, lifting the veil, fictitious companies, corporate governance, liability of the company.

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