Research On The Protection Of Real Investors' Rights In Anonymous Investment

With the enhancing openness of Chiness economy market, a considerable number of the economic system and the investment was introduced into the domestic economy investment, dormant investment is one of those "exotic." As an unconventional investment, dormant investment is known for its anonymous contribution as a significant feature.The company actual investor fund the company, enjoy the dividends, but is not recorded in the register of shareholders of the company and business registration, which will inevitably lead to the multiple contradictions of economic disputes. The actual investors seemingly hide in a safe manner and have an interest in. But in fact, once the dispute generates, the legitimate rights of the actual investor is difficult to be guaranteed, there will be common dormant investment case, such as high interest loans.How to protect the rights of anonymous investor’s actual investment, which is a problem for lawmakers both of civil law and common law countries. Authough there are laws carried out in some countries,but it is still a diffficult question in practice. In China, the introduction of the third explain of the "Company Law", is a declaration of the dormant investment nominally legalization, but the third explain of the Company Law is too general and lack of maneuverability, and also with contradictions in the content, therefor it is still hard to have a conclution for the right protection of the actual investors in the legal scholarship.This paper tries to analysis and research the question of the right protection of the actual investor pragmatically and also discriminates the achievements and shortcomings of the current Company Law in the field of comparative law, starting from the analysis of the relevant concepts of dormant investment concepts and legal boundaries angle, through the analysis of the anonymous causes and characteristics and risks of the dormant investor will face and the rights of the dormant investor shuld have.Combining with the existing legal institutional framework, the paper provides the actual path of operational practice to protect the rights of the investors:when entering into the agreement on behalf of the shareholders, a notary or pledge manner could be taken; during the performance of the agreement on behalf of the shareholders, dividends and invest proof should be saved and informed rights should be reserved. Once the dummy shareholder defaults, dorminant investors may also protect their legitimate rights in the way of the interpleader cause or the suit claim.Finally, after discrimimating implicit Partnership and Equity Trust, we believe that, considering the future of legislative trends, in order to regulate anonymous investment and protect dormant investment investors, the concept of dormant partner and equity trust could be a reference and be taken to form a rational system framework.