A Study On The Legal Status Of Anonymous Investors In China 's Limited Liability Company

In recent years, disputes about dormant investment occur frequently. That makes more and more people focus on the phenomenon of dormant investment, especially the problem of who has the shareholder’s qualification and the legal relationships of parties, these problems also caused debate in theory and practice. Although we affirmed the legality of dormant investment through the Supreme People’s Court on the Application of the People’s Republic of China company law provisions of a number of issues(three), and provides guidance, as the law articles are too one-sided and have conflicts, this results in different judgments on similar cases, even in similar judgments, there are different reasons. However, it is necessary to analyze dormant investment, so that we can solve the basic problem of it.It is difficult to make decisions due to dormant investment involving multi interests, especially the problem of who has the shareholder’s qualification and the legal relationships of parties. In order to solve these problems, this paper tries to use British and American agent system and analyze various theories, put forward new standards of shareholder qualification conforming, and provide more assistance to the practice.In addition to the introduction and conclusion, this article is divided into five chapters, the main contents are as follows:Chapter one is an introduction, which includes the research background of dormant investment, the significance of it, the literature review, the ideas, methods and the innovations. Chapter two describes the basic theory of dormant investment,analyzes the concept of dormant investment, characteristics of dormant investment,the cause of dormant investment, and confirms the qualification of the shareholders and the definition of the legal relationship between the parties. Chapter three analyzes the pros and cons of law articles and theories, the author thinks that need to make an abstract and unified standard to confirm who can get the shareholder’s qualification in dormant investment.The forth part study investment behavior, shareholder register,business registration and other documents, all of them are not necessary conditions of getting shareholder’s qualification.Through the analysis of dormant investment, puts forward two shareholder qualification standards,”civil subject expresses the intention to become a shareholder of the company” and”other shareholders of the companyaccept the civil subject as a shareholder”.The last part puts forward the agreement in dormant investment is a kind of principal-agent contract, on the basis of analyzing Continent agent system and British and American agent system, introduce the agency system to dormant investment, conclude different agent types to make sure the real shareholder in the company and how to adjust the legal relationship of the parties.