Study On Legal Status Of Limited Liability Corporation's Dormant Investors

The issue of legal status of limited liability corporation's dormant investors is the key to the legal relationship of dormant investment, but anonymous identification of the legal status of the investor is the core of the problem. In the real social and economic life, there are many dormant investors in the limited liability corporations. Investment and income alone will not bring dormant investors worry, but when the legal relationship of dormant investment is unstable; the anonymous investors in order to safeguard their own interests or to obtain the best interests of investors', its legal status identification will be imminent. However, in judicial practice, there is no perfect legislation or determinate operating rules to the identification of the legal status of dormant investors. This paper researches on the basic theory of dormant investment in the limited liability corporations, and analysis the recognized status and legislative status of dormant investors. In the same time, combined with the specific rules of evidence of shareholders'qualification, and discussed specific rules of the legal status of dormant investors.The content of this paper is divided into four parts.The first part is based on the theory of dormant investment. This article discusses the concept of dormant investment in the narrow sense, namely, the legal status of dormant investors in the limited liability corporation, clarifies the legal characteristics in legal relationship of dormant investment, and analyzes the various causes and classifications of anonymous investors. All of these are the fundamentals of the specific rules of dormant investors'legal status.The second part is about the theoretical research and current legislation of the identification of dormant investors'legal status. As a hot issue, limited liability corporation's dormant investors have already caused enough attention in academia. Theorists for identification of the legal status of the anonymous investor are divided into three types of academic view, the substance, the forms, and compromise. The substance requested the identification of dormant investors'legal status must respect the party's true intention. The substantial elements, for example, the actual funding and the actual exercise of shareholders'rights, are very important for the identification. The articles of association, the register of shareholders and shareholder registration form are completely denied in the identification of dormant investors'legal status. In contrast, the form that requires determining the legal status of anonymous investors must pay attention to the appearance. It's claimed to the articles of association, register of shareholders, shareholders and registration forms to determine the legal status of dormant investors, emphasizing the protection of bona fide third. As a product of harmony, the compromise distinguished between internal and external for the rule to determine the legal status of dormant investors. That is, in internal relations, investors pay more attention to the substantial elements, and in the company's external relations, formal requirements play an important role. There are great disadvantages in this three theories. The standard of substance and form are very rigid and the compromise that distinguished between internal and external lead the legal status of dormant investors to swing. Similarly, the judicial practice has begun to formulate laws and regulations for identification of dormant investors'legal status, in order to solve the problem of dormant investment as soon as possible. However, the draft of judicial interpretation of supreme people's court and the treatment advice in some court of our country even has no ideal standards for the identification dormant investment. And there are some problems in the draft and treatment advice, for example, logical confusion and legislation is not strict.The third part is about the identification of dormant investors'legal status by the academic research. In this section, firstly introduces the principle of legal status recognized about the dormant investors. Principle is the core of the legislature of any department law, and there is no bottom line standard without principle. The principles of legal status recognized about the dormant investors include the principle of reciprocity, the principle of autonomy, the principle of protection of bona fide third and the main principle of balance of interests. Secondly, it also analysis the various evidence rules of the accreditation on shareholders in detail, and the role of it on the legal status recognized about the dormant investors. The identification of legal status about the dormant investors is in essence the judgment on the dormant investors in a limited liability corporation would be treaded as shareholders or not by rules. Therefore, as a special shareholders qualification, the premise of exploring the rules of legal status about the dormant investors should be the qualification of the various rules of evidence and its role. The paper analyzed the formal requirements of the corporation as the articles of association, shareholder register as well as the actual investment of substantial elements, the actual exercise of shareholders'rights, investment certificates, and agreements in detail. For the dormant investors, there is not much positive of the formal requirements for the qualifications of its shareholders. Because of the particularity of identity, formal requirement is documented more rights and interests of named investors. In the substantial elements, the actual exercise of the rights of shareholders'should be a core role, because in the Supreme People's Court on the judicial interpretation of dormant investors, "draft", the actual exercise of shareholders'rights have been recognized as a qualified element for Court accounting the dormant investor of shareholders'qualifications.The actual funding, investment certificates and the agreement between dormant investors and named investors certify the legal status of dormant investors as assistant evidence. Thirdly, analyze the evidence on the qualification of shareholders and combined with laws and regulations on the identification of shareholders'qualification, then discuss which of the formal requirements and substantial elements are better in depth. Through this discussion, we get the conclusion of formal requirements are better than substantial elements. Finally, explain the legal status of dormant investors identified by specific rules. That is "the formal elements of priority, substantial elements to add as an exception" rule. In the identification of the legal status of dormant investors, when the dormant investor could not overturn the formal requirements of named investors, the court should not determine the dormant investors'legal status. "Formal elements of priority, substantial elements to add as an exception" rule is the determinate rule on the identification of dormant investors'legal status.The fourth part is the identified Legislation about the legal status of dormant investors. This section mainly put forward a proposal in two ways, namely, improving the rule of law and the amendments to the existing system. In view of the Company Law for the dormant acts of the legislative gaps in funding is proposed to define the concept of dormant investment laws, to determine the specific rules on the legal status of dormant investors identify, and establish principles for determining as the core regulations in the identification of dormant investors'legal status. Meanwhile, put forward a sound proposal for the legal status of dormant investment to the current system's deficiencies.