Research On The Dispute Of Actual Investor In Limited Liability Company

Dormant investment phenomenon is the inevitable outcome of the development of thesocialist market economy. Due to the particularity and the complexity of dormant investment,the actual investors who enjoy the investment interests are not the shareholders whoregistered in the company. the dormant investment leads to more and more legal disputesduring longtime judicial practice. For a longtime, the legal system in our country dose notdeny the existence of this phenomenon, but there is not any legislation to regulate thisphenomenon. In2011,the Supreme People’s Court promulgated the Application of theCompany Law of P.R.C Provisions on Several Issues(c).it has made a initial legal regulationon some relevant problems about the actual investors, play a important role in solving somelegal disputes between the actual investors and the dummy investors and some otherstakeholders, but it is not perfect. According to make some analysis on possible legal disputeabout actual investor, and compare to the legal system, making advices on perfecting relevantlegal system.This paper includes introduction, main body and epilogue, and the main body is dividedinto four parts to state:The first part mainly introduces some fundamental theories about actual investors Startwith the analyzing of the basic connotation. The legal characteristics and the cause of theactual investors we gain some knowledge about actual investors this is good for laying afoundation for following state about the legal disputes relevant to the actual investors.The second part mainly analyzes the emerging and the solution of the legal disputesbetween the actual investors and the dummy shareholders. The relationship between actualinvestors and nominal investors is the basic relationship in the dormant investment, becausethere is a dormant investment agreement between them, so they mutual enjoy rights andundertake obligations. So the possibility of dispute emerging between them is largest.Through analyzing the defects of the existing legislation, my view is that bring in the systemfor share right trust is a really a effective way to resolve the legal disputes in dormantinvestment.The second part mainly introduces the disputes between the actual investors and thecompany and other shareholders in the company. When the actual investors claims that they want to become the shareholders who are registered in the company, it is avoidable that othershareholders will disagree, and when the actual investor has not fully contribute to thecompany, the company should request the actual investor or the nominal investor toundertake the obligations. The Interpretation of Company Law(c) has not made a thoroughregulation, by analyzing the defect of the interpretation this paper try to put forward my ownviews.The forth part mainly introduce the dispute between the actual investor and the thirdparty. About this situation, both the existing legislation and this paper hold the opinion that weshould abide the Representation Principles in the Commercial Law, so the reasonable trustinterests of the bona fide third party must be well protected.