| More and more dormant shareholders appear with the development of China's market economy. The existing regulation on dormant shareholder is Judicial Interpretation III on Company Law issued by Chinese Supreme Court which can not solve all legal issues incurred from the appearance of dormant shareholder. In the Judicial practice, different level of courts have different ideas on the application of business registration, real capital contribution, Articles of Association, share register and real shareholder rights related with dormant shareholder, which affect the consistency and authority of the administration of law, damage the legitimate rights of the interested party, and bring out the actions of evasion of law.The author attempts to regulate, integrate and systemize the legislation of dormant shareholder, and solve the disputes arising from dormant shareholder by the way of analyzing the basic theory of shareholder qualification, dormant shareholder and the related parties, and discussing the legislation and perfection of dormant shareholder.The thesis consists of three parts, Preface, text and conclusion. The text concludes the following chapters.Chapter 1 is about the overview of dormant shareholder. The author tries to have a overall understanding of the conception of dormant shareholder and provide the basics for the following chapters on the legal relationship among the dormant shareholder and the related parties, by comparing the basic conception, legal features and related conception of dormant shareholder and analyzing the cause, classification, advantages and disadvantages,Shareholder qualification is the legal qualification of shareholder to exercise shareholder rights and undertake obligations. The clarification of the conception of shareholder qualification is helpful for us to setting up the systems and regulations on the qualification of dormant shareholder, maintaining the normal business system, and solving the disputes arising from the appearance of dormant shareholder.Chapter 2 is about the analysis on the legal relationship and disputes type on dormant shareholder. In this chapter, the author analyze the legal relationship among the shareholder and the related parties, then conduct research on the identification on the shareholder qualification of dormant shareholder. The author analyzes the rules of dealing with the dormant shareholder and the related parties in accordance with the idea that"the legal relationship of dormant shareholder is actually the agent relationship without disclosing the principal".The author classifies the disputes type on dormant shareholder. The author specifies the rules of solving the disputes on dormant shareholder by analyzing on the relationship between the dormant shareholder and the related parties. This chapter provides the jurisprudential base for the third chapter.Chapter 3 is about the legislation and perfection on the dormant shareholder legal system. In this chapter, the author compares the legal system of dormant shareholder in China and abroad, specifies the deficiency on China's legislation on dormant shareholder, and forward some advice on the perfection in the legislation on dormant shareholder. In the end, the author attempts to solve the problems on dormant shareholder by share trust.The author explains the identification rules on the qualification of the dormant shareholder and how to have the minimum affection on the company while denying the shareholder qualification of those who evade the law. The author suggests on the perfection on the rules of solving the disputes on dormant shareholder, registered shareholder and third party in good faith. Bring in the share trust is one of the innovation and contribution of this thesis. |
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