In this article, the authors contrast the economic substance approach adopted by China’s State Administration of Taxation to taxing offshore indirect share transfers of Chinese-resident companies with the veil-piercing doctrine applied in liquidations under Chinese corporate law. The authors conclude that the veil-piercing principles underlying the taxation of indirect share transfers are not consistent with the principles under company law; rather, a new order has been created by the tax regulations. The article also addresses the choice-of-law question when tax payable arising from offshore indirect share transfers is transformed into a civil liability.