Piercing the veil of the personality of a commercial company which is considered the most important trait of commercial companies can seem unreasonable. but, it should be noted that Piercing the veil is not always applicable. It seams، In cases where the governance principles of the company have been violated or the form of the company has been used in such a way that the implementation of the rule of limited liability is unjustified from an economic and social point of view and it makes it economically efficient to adhere to the exception. The signs of non-compliance with the principles of corporate governance and improper use of the company form, which are considered as criteria of Piercing the veil, including non-compliance with the principles governing the establishment of the company, the principles governing management, the principles governing auditing and inspection, neglecting formalities, establishing business operations with insufficient capital. Dependent on a dominant party and exercising control and fraud by the shareholders, indicates that the company is managed in a way that is incompatible with its characteristics and goals, which is to create an independent legal personality, with adequate capital and with its own specific subject. Therefore, this research, focusing on the approach of economic analysis of law and using the descriptive analytical method, tries to, assuming the fulfillment of the above criteria, abandoning the rule of limited liability, and consequently the responsible to know the partners and shareholders of the company, describe it economically efficient and effective.