A Study On The Legal Problems Of Dormant Investment In Limited Corporations

Undisclosed investment disputes is now one of the main manifestations of equity disputes。As to the disputes, the frequency is so high and the amount is so large that it is enough to cause a high degree concern from theoretical and practical areas thereof. Because of lack of legal provisions on dormant investment, although the Supreme People's Court's Regulation on Several Issues (c) on the application of the "PRC Company Law" (thereafter called the "Company Law judicial interpretation c") has some provisions on the relationship of the dormant investors and shareholders to some extent, the situation of chaos of dormant investment dispute settlement process has not changed. Which results in all saying that the reason, resulting in a dormant investment dispute settlement process qualification as shareholders of the lack of a unified point of view, the interests of the shareholders is also difficult to obtain complete protection. Dormant investment is an important part of China's socialist market economy, the way of its investment and financing to facilitate is flexible and effective, so the existence of dormant investment is significant. The lack of clear defination and regulation of dormant investment law will impact the integrety of the socialist legal system on the one hand, and it also affects the healthy development of China's market economy on the other. This article attempts to find an effective method of clarifying the status of dormant shareholders to get a more reasonable solution for dormant investment problems.This paper is divided into five parts:The first part, starting from a real case, in the case described the dispute process of the case made a systematic analysis of the focus, and thus leads to discussion of this focus:the qualification of shareholders of dormant investment.The second part, starting from the concept of dormant investment, characteristics and causes, gave a good illustration of these basic theories. In this section, through the basic theory of dormant investment exposition of dormant investment makes a preliminary understanding and definition. Through the analysis different concepts of dormant investment to obtain its own view on dormant investment, that is dormant investment is not a legal phenomenon, but rather an investment behavior.The third part, from the significance of qualification criteria of shareholders of dormant investment, systematically expounded on the various points of view on dormant investment: negative theory, possitive theory and compromise theory and at the same time a more comprehensive exposition on the dormant investment shareholders and their qualification criteria was presented. Through the discussion in this chapter, one would get a deeper understanding of the problem of dormant investment qualification.The fourth part, starting from the the basic concept of accreditation of shareholders of dormant investment, a comprehensive analysis of theory and practice on the qualification of dormant investment shareholders of the problems and proposed qualification of dormant investment shareholders should follow the basic principles And the specific identification method, and the case for this specific is analyzed.The fifth part, the last part of the article, the author proposed qualification of dormant investment shareholders should follow the relevant provisions of the contract, and that using the provisions of "contract law" to solve the relevant dormant investment is the most effective approach.