| The limited liability company is an economic organization of law enforcement; however, the problem and the legal disputes caused by dormant shareholders in theory and practice are drawing a lot of attention. Dormant shareholders of China's limited liability company are popular with the idea that economic behavior without law prohibition is free and the arguing fuzzy wave that economic behavior should be totally like the one in the western. The author thinks that a limited liability company shall strictly comply with commercial publicity and appearance. As Shi shangkuan says:"To protect trade safety, we should not express doubt on the objective behavior in the external, in order to protect the value of the letter for trading. So,the meaning already expressed rather than the internal one determines its legal effect." The so-called commercial publicity, refers to the commercial activities should take the external letter as the standard to determine its legal effect,that is,if there is any difference between the external and the internal meaning, the law should be in the interests of the party who trusts the registered facts, and bear the obligation to inform public legal requirements. So-called appearance, refers to the act of the appearance of the transaction, and determines the standards of behavior, that is, the legal effect of the public appearance has discrepancies with the real situation in the appearance,and in fact, the business is protected, in order to maintain the safety of trading. However, the current laws involve several problems of dormant shareholders with unclear norms and no opinion can properly solve the practice and the legal problems of dormant shareholders in the limited liability company.Based on the consideration of the problem of dormant shareholders in the limited liability company,its legal issues,the cause, type and value,through the analysis of its theory and practice,according to Chinese economic behavior, the rule of law and other social environment,this paper puts forward the view that the legal norm related to dormant shareholders should be established clearly.The first chapter discusses the general theory of the problem of dormant shareholders in the limited liability company. In the beginning, this chaper introduces the origin and concept of dormant shareholders as well as the legal characteristics.Then it discusses the type and cause of dormant shareholders which reflects to evade laws is the main reason for dormant shareholders.The second chapter discusses the status quo of the problem of dormant shareholders in the limited liability company. First,it summarizes the legal disputes of dormant shareholders,reflecting that unclear law norm causes the challenge to the basical company system and the chaos in economic life. Secondly,it briefly states and analyzes the current laws, which shows that the current legal norms lack of authority to practice and guidance.Thirdly,it briefly introduces theories for judging the lawsuits related the dormant shareholders. This chapter introduces the relevant laws in the continental law system and common law.The third chapter discusses the ideas and values to judging the problem of dormant shareholders in the limited liability company and its legal issues. It demonstrates company law shall guarantee harmonious freedom of economic life, the public interests, transaction security as well as the authority and predictability of law.The fourth chapter discusses the solution of regulatory suggestions to the problem of dormant shareholders. This chaper first demonstrates economic behaviors shall abide by law, and the dormant shareholders who evade the law should be punished. Secondly, this chaper illustrates the current situation and how to deal with the normal dormant shareholders. Finally, this chapter shows dormant investment is a kind of normal economic behavior, but we have to establish the corresponding approaches and relevant laws to regulate the phenomenon. |
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