The theory of corporate criminal liability is a cross theoretical proposition between the criminal law and the corporate law. It is governed by the theories concerning conviction (定罪) and sentencing (量刑) in the criminal law and also greatly affected by the theories concerning corporate organizational forms and corporate nature in the corporate law. Examining the differences in corporate criminal liability worldwide, we can find that it is radical in the United States, conservative in Europe and moderate in China. In the United States where corporate criminal liability is most prevalent, there are three concerning mainstream theories which are the theory of common benefit (共同获益说), the theory of common meaning (共同意思说), and the theory of common culture (共同文化说). Overall, each of them has its own shortcomings. The theory of common benefit ignores subjective meaning, the theory of common meaning directs criminal liability towards strict liability, and the theory of common culture has not yet conducted the weight design of cultural elements, which makes it difficult to apply. In terms of the theoretical construction, corporate criminal liability has its unique characteristics. In contrast with the natural person, the corporate has neither body to be punished, nor soul to be condemned. How to legally identify corporate personality determines whether the corporate can become the subject of criminal liability, and also determines the doctrine of liability fixation (归责原则). From the perspective of the theory of the corporate law, this article attempts to reconsider the logical structure of the theory of corporate criminal liability on the basis of the changes of corporate collectivity (团体性) and corporate personality. Firstly, we start from the regulatory objectives to clarify the advantages and disadvantages of corporate criminal liability as a regulatory instrument. Secondly, we appropriately invoke the theory of common culture in accordance with the nature of corporate collectivity. Finally, we construct corporate criminal liability by applying the neutralized theory of corporate personality.