On The Regulation Of The Actual Controller Of Our Company

Actual controller is an important role in the corporate legal system, they are the actual owner of corporate control. They manage corporate and control the fate of corporate. They abuse their power for their own gain, and expropriation the right of minority-shareholder and creditor. So it is very important to perfect our legal system of company’s actual controller.First, the article define the concept of actual controller. The authors believe the "actual controller" refers to anyone who is not a controlling shareholder but is able to hold actual control of the acts of the company by means of investment relations, agreements or any other arrangements. Then the article analysis several similar concept, in order to be better grasp the concept of the actual controller. Then the article analysis the concrete types of infringement.Then, the article is an analysis of the actual controllers’legal regulation in other countries, which has four main models, including the UK’s "shadow director" system, the "control-affiliate" regulation, and Taiwan model of "enterprise law" regulation. The four models have their own advantages and disadvantages; their experience certainly merits our reference and study.Finally, the article is the suggestions of perfect our legal system of company’s actual controller. First, we should redefine the concept of actual controller. Then it should to be clear the standard of identification of the actual controller. Third, add the "Principle of Piercing the Corporate Veil" and "Deep Rock Doctrine". Finally, in order to clear the actual controller’s duties and responsibilities, we should use a separate chapter to set the actual controller system.