The Research Of Dormant Investment In Limited Liability Company

In reality, limited liability companys’ dormant investment is very common, which has become hot spot of media and focus of academic circles. On August30,2011, the economic reference news reported dormant investment behavior of Taiwanese in detail, meanwhile reports of dormant investment also occur in the TV news. At the same time, on the "The both sides of the Taiwan straits Judicial Practice Seminar",in Xiamen,2011, more than100law scholars and judicial workers discussed the related hot spot of company law, and dormant investment once again become the focus.In this background, the Supreme People’s Court issued the law Provisions of the Supreme People’s Court about Several Issues Concerning the Application of the Company Law of the People’s Republic of China (3)(the following abbreviates Companies Act judicial interpretation (3)). In this law, the articles of dormant investment is undoubtedly window. Legally, dormant investment is admitted. But because of the complexity of dormant investment, only few articles have no way to carry on comprehensive explanation. Therefore, in order to offer beneficial reference for the judicial practice, through the opportunity of Companies Act judicial interpretation (3), this paper carries on more profound and comprehensive discussion about dormant investment.This article can be divided into three parts:The first part discusses definition of dormant investment and legal relationship produced by dormant investment behavior. There are many kinds of dormant investment, and in this paper, based on the principle of downsizing,the author discuss limited liability company’s dormant investment. And then, the author discuss the dormant investment’s background, classification and reasons of protection in detail. In the discussion of the legal relation, the author put forward creatively show relationship of hareholders and companies.The second part is to discuss the confirmation of dormant investment shareholders’ qualification and the prevention and control of dormant investment’s risk. The author introduces different theory that it can confirm who are shareholders and kinds of evaluation of the theory. And then, the author puts forward his reason that he support double standards. The author puts forward the principle processing dormant investment’s disputes, in the prevention and control of dormant investment’s risk, the author discusses how to reduce the risks of dormant investment from two angle signing the typical dormant investment agreement and processing atypical dormant investment agreement.The third part systematically discussed the latest articles of Companies Act judicial interpretation (3) and judicial application of dormant investment in the social practice. In the fourth chapter of the paper, the author item by item analyzes the newly issued Companies Act judicial interpretation (3), and this articles exist advantages and disadvantages, in order to put forward some legislative suggestions. In the last part, the author also puts forward applicable conditions and handle cases steps of dormant investment behavior in China’s judicial practice.The innovation of this paper lies in:Among the dormant investment relations there added the relationship of show shareholders and company; When dealing with the third person relations, this paper introduces the concept of creditors; Dormant investment behavior is divided into typical dormant investment behavior and atypical dormant investment behavior,and the paper further discusses the risk prevention and control of dormant investment.