On The Identification Of The Dormant Contributors' Shareholder Qualification

As there is no clear rule in company law about the relationship between the dormant contributors and the named shareholders, the identification of the dormant contributors'shareholder qualification is always a hot and difficult point. It not only involves the qualification and the equity of the dormant contributors but also involves the equity of the company, the other shareholders in company and the third people (mainly the creditors) outside the company. Also it has an effect on all participants in the legal relationship of the company. In order to deal with this hot and difficult issue, the Supreme People's Court and Higher People's Court formulate a series of rules which results in big differences among the result from different courts.The frequent occurrences of dormant contribution may mislead the direction of the economic development. Through the study of the qualification standard of dormant contributor, this paper clarifies their legal status, regulate and guide this phenomenon, encourage them to invest, make maximum use of social unused fund, promote economic development, control and eliminate the bad effect. Clarifying the shareholder qualification of the dormant shareholders makes for maintaining the trade security, flourishing the market economic, managing the company and maintain the management order. It is also good for dormant contributors and named shareholders to excise their power correctly.This paper can be divided into three parts. The first part is the legal relationship analysis of the dormant contributor which analysis the contractual relationship between dormant contributors and named shareholders; the inner legal relationship among the dormant contributors, named shareholders and the other shareholders of the company; the legal relationship between the dormant contributors and the third people outside the company. The second part states the theory and practice of the identification of the dormant contributors'shareholder qualification. Through the analysis of the identification of the dormant contributors'shareholder qualification by the theory of virtuality, modality and compromise and the case of judicial practice, also based on the view of the company dispute cases judged by the Supreme People's Court and Higher People's Court, this paper states the different method of identifying shareholder qualification of the dormant contributor. The last part is the analysis of the problem which is about identifying the dormant contributors'shareholder qualification. This part mainly analyses the principle of double standard, differentiated in and outside, the standard of the intendment of being a shareholder and group consensus, and the effect of perfect trust system in the identification of the dormant contributors'shareholder qualification.