Try To Talk About The Qualification Cognizance Of The Dormant Shareholders

In recent years, with the development of Chinese economic reformation, theperfection of economic security measures, the steadily increase on investmentactivities and the increasing investments, disputes caused by investment contractsraised and anonymous investment disputes is one of them.As a special kind of investment, fund by anonymous shareholders is quitedifferent from the traditional sense of investment. So there is a special legal regulationin need. But the civil and commercial legal rules which succeed the disclosed principalare lack of legislation regulating. The new explanation of Company Law does keep awatchful eye on anonymous shareholders, but still not enough. There are still lots oflegal relationships involved in undisclosed investors to be crystallized.I believe that itis necessary to have a further refinement on the basis of theoretical research.This paper attempts to analyze and interpret the hidden funded by using theprinciple of the Civil and Commercial Law and some solutions and recommendationswill come along. I hope my humble opinions can provide some ideas for the judiciary.There are for part in this paper: Part one outlines the concept、characteristics、classification and values of anonymous fund to make Clear of the connotation andextension of the concept of hidden shareholder and make sure the scope of the mainconcept involved in the research. That’s the foundation for the following discussion。Chapter two research on the nature of the equity, equity agent and legal relationshipinvolved in equity. My own judgment was formed on the basis of existing viewsresearch. I will point out that equity is an independent civil right which is totallydifferent from property right or obligatory right and the equity agent is not illegal. Thenthe legal relationship involved in the equity, including the legal relationships betweenthe company and the shareholder, shareholder and other shareholders,creditors ofthe company and the shareholders are analyzed, in order to analysis the legalrelationship and related aspects of the distribution rights and obligations involved indormant shareholders in the following research. Part three follows logical sequence offrom the general to the specific. First, the general principles and basis of shareholders’qualification are described to make clear that the funding, shareholders register,articles of association we usually talk about are not qualified to judge or deny one’sstock right, there is a comprehensive analysis in need.Then the dormant shareholders qualification is analyzed. Part4are recommendations for legislative andinvestors. Through studying on ideas of scholars and rules in some countries,legislature conception of my own is formed. Then there are suggestions for investors’on how to guard against the risk under the existing legal conditions.