Dormant Shareholder's Qualification Cognizance

Along with the market economy in our country is developing rapidly, dormant investment has become the ubiquitous investment way in practice, but it makes the internal and external relationships of company blurs and the problem of dormant shareholder's qualification cognizance come into being. The legislation about dormant shareholders is not consummate in our country, and no agreed standard on dormant shareholder's qualification cognizance in academic circle. Aimed at lots of disputes of dormant shareholder's qualification, the standard each court decisions based on is very mess in judicial practice, which has enabled the lawful rights of companies and many other stakeholders to not be effectively protected, which is also the reason for this article focuses on the problem of dormant shareholder's qualification cognizance. This paper tries to base on the practice of corporation law, researching and discussing the problem of dormant shareholder's qualification cognizance.This paper is divided into four parts, and content as follows:In the first part, from a case in the judicial practice, the author introduces the case profiles, and then discusses different verdicts reached by court of first instance and court of second instance, presenting the focus problem of this case:what is the standard on dormant shareholder's qualification cognizance?To provide theoretical support for relevant expositions, the second part analyzes related jurisprudence of dormant shareholder's qualification cognizance. In this part, the author firstly discusses the definition of dormant shareholders. After the comprehensive comparison in a variety of views, the definition of dormant shareholders is put forward. Secondly, the author expounds the legal characteristics about hidden name shareholder, and on this basis compares them with the "actual controller". The existence of dormant shareholders causes the chaos of the corporation law practice, but it's not a figment of place, and to some extent, also has its existence rationality, in order to further understand dormant shareholder's qualification cognizance, I analyze the reasons for the analysis of the causes of dormant shareholders.The third part, the main part of the paper, focuses on dormant shareholder's qualification cognizance in practice. Firstly, the author introduces the present legislation attitude and ways of solving these disputes about dormant shareholder's qualification cognizance in every country, taking the related Anglo-American system, continental law and our country discussed. Secondly, due to dormant shareholder's qualification cognizance attributable to shareholder's qualification cognizance, it is necessary to expound the regulation of general shareholder's qualification cognizance, finding out its influence to dormant shareholder's qualification cognizance. Third, in accordance with the above analysis, the author sums up three principles which dormant shareholder's qualification cognizance should be followed:the interests balance principle, maintain community stability and ban avoiding law principles. Fourthly, the author analyzes all kinds of dormant shareholders in practice, classifying them two big kinds as " dormant shareholders of avoiding law" and " dormant shareholders of not avoiding law ", then puts forward respectively the cognizance rules of these two kinds of dormant shareholder's qualification. Finally, back to case, the author detailed analyzes the decisions of the courts, and puts forward own views in this case.In the fourth part, the author proposes some solutions to the problem of dormant shareholder's qualification cognizance, hoping to some legislation and judicial work help.