On The Identification Of Rights And Obligations Of The Dormant Shareholders Of The Limited Liability Company

As our country imperfect company legislation and judges think different in the spirit of the law, so that courts make different judges of the same case about disputes on limited liability company dormantpartner. In such disputes, identification of dormantpartner is the key. This article is trying to think in another way to solute to dormantpartner-related problems.The dormantpartner is that the names of the shareholders are not recorded in the articles of association and the register of shareholders, and not in the company register. Dormantpartner of the limited liability company is divided into two categories:the fundamental and the general implicit shareholders.The fundamental dormantparter is the one who has made the capital contribution, but its name was omitted. Ordinary dormantparter are the dormantparter's name is different from the names that in the articles of association and recorded in the register of shareholders and the registration of companies.Different views on the nature of the agreement between anonymous party and the nominal party lead different theories. This article is also based on the recognition the nature of the agreement between the dormantparter and the other person. And then, show the point of view. In order to formally comply with current laws and regulations on the requirements of investors name during the verification process, this article deemed that there is an agreement between the parties. In order to reflect the autonomy, this article reasonably presumed that the contract contains the following: when the company is established, the nominal party-gets the shares. Then, the nominal party transfers the shares to the anonymous party. The anonymous party becomes the dormantparter. Of course, a limited liability company maintains the harmonious cooperation. Before the company was established, such agreement should be sent to the other investors and was agreed by the other invertors. Then the agreement will be prevail. This article shall discuss such situations based on the above ideas, and discuss the simple rights and obligations of dormantparter.This article is divided into three parts, introduction, body and conclusion.Text is divided into three chapters. The first chapter is an overview of dormantparter and the shareholders identified on existing dormant while the standard proposed by this paper found on the standard implicit shareholders. The second chapter discusses in details and shows my views. ChapterⅢbriefly analyzes the dormantparter rights and obligations. I hope this article can be used to resolve the disputes about the dormantparter.