Research About The Legal Status Of Anonymous Shareholders In The Limited Company

The phenomenon of large numbers of anonymous shareholders has become more and more common from the 90's of last century, with the state-owned enterprise restructuring, and the introduction of Taiwanese capital and foreign-funded enterprises. The disputes exist mainly as follows: the disputes of the ownership interests between the anonymous shareholders and other shareholders; the controversy of equity confirmation between anonymous shareholder and other shareholders; the disputes of rights between the anonymous shareholders, other shareholders and the third party. However, to summarize, the unclear identification of anonymous and their legal status mainly lead to these disputes and the different decisions between the courts. The "Supreme People's Court on the application of Provisions on Several Issues (c)" (hereinafter referred to " Explainâ…¢" made the corresponding regulations to this problem, whereas, based on its Article 24, Article 25, Article 26, Article 27, the legislative purpose of this regulation biased in favor of solving the disputes of ownership of investment interest between the anonymous shareholders and other shareholders according to the investment agreement and protecting the interest of third party. Unfortunately, this explain has not directly admitted to the interpretation of anonymous shareholders'qualification, nor did it identify anonymous shareholders on how to make a clearly defined legal status, leading to the interpretation to anonymous shareholders in response to specific legal problems, insufficient. Therefore, this dissertation believes that it is necessary to make a systematic analysis to the legal status of the anonymous shareholders to make a study on the definition of hidden meaning shareholders. Furthermore, it is concluded that it is a reasonable way to combine the representation system which is applied in British and USA with the specific regulation about the agent in China's "Contract Law" to solve the legal status of anonymous shareholders.Chapterâ… outlines the basic theory of anonymous shareholders. It is pointed out that the definition of "anonymous shareholders" in " Explainâ…¢" is defined as "actual controller" and "real investors," and so on, without giving an accurately objective feature and content which distinguish the anonymous shareholders from other undisclosed investors. So, based on the analysis of the investment purpose of the anonymous shareholders, this chapter achieves the views that, the essence of the anonymous shareholders is obtaining the holistic shareholders interest. Furthermore, as the lack of relevant regulations to the issue of anonymous shareholders, the forms this kind of shareholders is various. As a result, in order to define the legal status, it is wiser to take classified adjustment to the anonymous shareholders and then deliberate the definition about their legal status. Chapterâ…¡exams the present legislative situation about the anonymous shareholders. By studying the Explainâ…¢,it is clear that this Explainâ…¢fully conformed the principle'freedom of contract'to solve the disputes of ownership between the anonymous shareholders and other shareholders. It claims the validity of the anonymous agreements. In fact, it is rather a major legislative breakthrough to adjust the relationship between the anonymous shareholders and the other shareholders. On the other hand, there are also some drawbacks that "Explainâ…¢does not give a clear identification to the legal status of anonymous shareholders as trapped in the choice of whether prioritize the protection of invest freely of anonymous shareholders or value of the interests of bona fide third party. This brings some new confusion to the substantive departments to resolve anonymous shareholders issues. Therefore, it is believed that the clear identification to the legal status of the anonymous shareholders is essential. Chapterâ…¢dormant shareholders of the legal status of agency theory, first by shareholders and the implicit trust, partnership, agency, credit system, Connotation, meaning that essentially dormant shareholders dovetails with the agency system, and its manifestations and disputes Anglo-American system of anonymous proxy agent is an agent private agents and agents can not be denied to adjust the form of the same legal relationship, so come to our present situation, for agent system to solve related problems have implicit shareholder realistic; then , through the Anglo-American system of anonymous proxy agent is an agent private agents and can not be denied the agency system details, come to American agency system for the legal status of implicit shareholder has a natural advantage, a shareholder who is dormant agent content of the decision, a person is the result of China's "Contract Law" law of agency theory and the Anglo-American Agency System of the same strain; Finally, modeled on British and American agency system, combined with our existing agency theory, the specific theory of the dormant shareholders qualification and relevant elements of the legal relationship between the main qualitative.Chapterâ…£implicit practical analysis of the legal status of shareholders, detailing the rights of shareholders dispute dormant legal response. First, an invalid prior acts of dormant investment excluded, and only under the premise of legitimacy to discuss the legal status of dormant shareholders have practical significance; Secondly, on the dormant shareholders with significant ownership interests of shareholders investment disputes, dormant shareholder and the company and other shareholders equity implicit recognition disputes and shareholder, was the third outside shareholder rights and corporate disputes, disputes related to the introduction of a typical case, detailing hidden estate agent, was not open agent system as an agent in solving dormant the legal status of shareholders on specific substantive issues of legal measures should be applied; Finally, as the dormant shareholders often also reflected in such "actual control person" and the like, on the covert operation and management of the company to fully control, there is bound to abuse the rights of shareholders, harm the interests of the company and other shareholders the case, so the third person outside the company, the disregard of corporate personality system is still eligible to apply to shareholders of the implicit uncertainty for shareholders, raised in this chapter point of view.