A Study On The Shareholder Qualification Of The Anonymous Contributors Of Limited Liability Company

In our country, anonymous contribution phenomenon has been common,the result is that of all kinds of disputes is more complex, mainly in the disputes between anonymous contributors and the significant shareholders, anonymous contributors、the significant shareholders and disputes between the company and other shareholders, significant shareholder and a third parties disputes. In practice, due to the lack of a clear guide of the corresponding legal worms, the judgments about these disputes of anonymous contributors are different. The core issue of these disputes is confirming of shareholders qualifications of anonymous contributors, so, the key of solve the disputes of anonymous contribution is to study the shareholders qualification of anonymous contributors.This article analyses the causes of anonymous contribution, the type of anonymous contribution and the distinction between the anonymous contributors and the relative concepts, then based on this to study the anonymous contributor’s shareholders qualification of the limited liability company. The doctrine about the anonymous contributor’s shareholders qualification mainly including the be said, the denial said, the distinguish said, but these doctrines are defective. If the anonymous contributors can get the shareholders qualification, can not be sure or negative absolutely, also not suitable for setting a so-called standard to limit it, but should be sure the possibility that anonymous contributors can get shareholders qualification. Precisely the anonymous contributors can get the shareholders qualification in some comprehensive conditions. Specifically, it can take the different type of anonymous contribution as the frame to confirm the shareholders qualification of anonymous contributors, concrete question concrete treatment, using each kind of evidence fully, following the principle of maintaining the "human joining" of the limited liability company and the interests of third party with good faith. It includes three main elements that confirm the shareholders qualification of anonymous contributors:first is the type of the anonymous contributors, take the different type of anonymous contribution as the frame, specifically, first to distinguish the circumvent the law and non-circumvent the law anonymous contribution, then on the basis of non-circumvent the law anonymous contribution, from the aspects of completely anonymous intentionally contribution form and non-completely anonymous intentionally contribution form to confirm the shareholders qualification of anonymous contributors. Second is the evidence of confirm the shareholders qualification of anonymous contributors, the evidence is the main basis of the adjudgement, the evidences of confirming the shareholders qualification of anonymous contributors include:the actual investment, the constitution of company, register of shareholders, and so on. The evidences can be divided into source evidence, potency evidence, and confrontation evidence. Third is the principle of confirming the shareholders qualification of anonymous contributors, including protect the third party with good faith, meaning autonomous, balance of interests, and so on.The issue of confirming the shareholders qualification of anonymous contributors is not only how to confirm the shareholders qualification, but also is the study of the related body’s legal status after the confirming. In the condition of circumvent the law anonymous contribution. To the company, the shareholders qualification of anonymous contributors was negatived because of violating the law. When processing company law condition, mainly take the principle of balancing every body’s benefit and maintaining the stable of company as the starting point. Can’t to dissolve the company only if its having to. The legal conditions of anonymous contributors mainly reflect in the rights and duty and the legal liability that should assumed after the shareholders qualification was denied. In the condition of the shareholders qualification of anonymous contributors was confirmed. For anonymous contributors, first are requests the company to change the public announcement materials which can demonstrate the shareholders status, next is that gain a clear idea of the legal condition between it and significant shareholders in the specific dispute. For the company, mainly in accordance with the law to get the anonymous contributors to "significant". For the third party, despite there have protection from the principle of the third party with good faith, but still need to analyze its legal condition in specific dispute. In the condition of the shareholders qualification of anonymous contributors not be confirmed, in order to safeguard the unity of the law and the majesty, we should regard the investment of anonymous contributors as the company’s capital contribution from significant shareholders. For the relationship between the anonymous contributors and the significant shareholders, can according to the true meaning of the two sides to judge in specific dispute. For third party, mainly in some special condition (the dispute of defect capital contribution, the dispute of anonymous contributors transfer equity, the dispute of anonymous contributor’s creditor advocate the preservation and implementation of equity), to analyses its legal condition. Establishes the anonymous contributors system in the company legal regime; clearly defined the necessary conditions of anonymous contributors get the shareholders qualification; Establish and complete the rules of evidence of confirming the shareholders qualification of anonymous contributors; Complete the principle of protecting the third party; Establish clearly provision about avoiding law and policies anonymous contribution.In addition,<The supreme people’s court concerning the application of the "Company Law of The People’s Republic of China " the provisions of some issues (3)> make some provision about anonymous contribution, but there are still many shortcomings, the provision of anonymous contributors not enough comprehensive and the exiting provisions are not proper, and have no provisions about how to process the relationship between the anonymous contributors and significant shareholders. Last, put forward some suggestions about how to complete our country’s anonymous contributor’s shareholders qualification confirm system.