Research On Legal Issues Of Nominal Contribution

Driven by interests in real life along with economic development has more of contribution. Among them, the anonymous invested in diversified market economy has become a common way to invest, since before the "Company Law" for the anonymous funding issues legislative gaps, after "Law interpretation(3)" from Article 24 to Article 27 of this vague and contradictory legislation, making circles in academia and the legal status of judicial practice anonymous investor has been there is a big controversy. Firstly, through a typical case of anonymous contribution to elicit two controversial issues: anonymous investor’s qualification and undisclosed investors significant shareholders, the company, the legal relationship between the third party identified with. Secondly, the first contentious issues, drawing on the relevant common law and civil law legislation in some countries on the basis of the provisions, they learn to deal with the issue of anonymous investors advantages. Then were specifically cited the doctrine of controversy on this issue, that the substance of that form and eclectic say that the first two theories and analyzes the advantages and disadvantages, which made the compromise that the "double standards" more reasonable view. Thus the relevant legislative suggestions according to the defects of the legislation of our country puts forward clearly, dormant shareholders qualification of people. Once again, the three party of the legal relationship of dormant investment, the agency system of Anglo American law system and continental law system countries, according to the interpretation of China’s "company law" legislative defects(three) for the dormant investment relations between the three sides, the proposed between dormant and significant shareholders, company, third the suggestions to perfect the legal relationship between the parties, the dormant investment. Then, according to the anonymous contribution of dormant investment and the value conflicts between the apparent shareholders, company three, third people, through the theory of balancing of interests relief, find the balance of efficiency and fairness in the relationship between the three. The development of trust in countries of Anglo American law system is relatively mature, to solve the problem of dormant investment is mainly completed through the trust system. Finally, analysis of the equity trust system in countries of Anglo American law system, the property of independent trustee professional, less tax and other functions, combined with China’s present legislation on dormant shareholder’s qualification in the contribution of cognizance and anonymous investors and shareholders, between the third legal relations, two problems that this defect, equity trust our system is introduced to solve the problems of the necessity of dormant investment, try to focus on equity trust contract and trust registration of two aspects of feasibility analysis, construct the problem of dormant investment equity trust system. In order to provide a reference for the judicial practice, in order to better protect the rights of the parties of dormant investment.