The Study On The Law Of The Protection Of The Legitimate Interest Of Dormant Partner In Limited Company

The problem of dormant partner has caused many discussions in theory and practice, but, lacking of legal provisions, the protection of legitimate interest of dormant partner in limited companies has not been doing well. Based on analyzing some basic issues and laws, this paper emphasizes in the aspect of the protection of the legitimate interest of dormant partner, and gives the suggestions of author. The significance of this paper is, after clarifying some misunderstandings about dormant partner, entirely analyzing the probability and necessity of structuring the law system of protection of legitimate interest of dormant partner in limited companies, and further discussing the reality、problem and reasons of the law of protection of the legitimate interest of dormant partner, provided a train of thought for building the law system of protection of legitimate interest of dormant partner in limited companies in China. Meanwhile, this paper provides advices about how to reduce risks when choosing to be a dormant partner. There are five sections in this paper.Part One introduces the basic theories of the law of the protection of the legitimate interest of dormant partner. Based on the analyzing the concept types and particularities of dormant partner in limited companies,this paper will further analyzes the particularities、types and functions of the law of the protection of dormant partner in limited companies.Part Two analyzes the necessities and probabilities of structuring the law system of protection of legitimate interest of dormant partner in limited companies. This paper first analyzes the necessities in theory and practice, and then analyzes the probabilities with the realities of China, pointing out that we have the conditions to structure the law system of protection of legitimate interest of dormant partner in limited companies in China.Part Three makes contrast and analysis of the law of protection of legitimate interest of dormant partner in limited companies in other countries. This paper will analyze the solutions of solving the problem of dormant partner by using the system of voting trust and the system of agent after introducing the law of protection of the legitimate interest of dormant partner in statute law and case law separately, and then further points out that we cannot solve the problems only by legal transplant.Part Four analyzes the reality、problems and reasons of the law of protection of the legitimate interest of dormant partner. In this section, the author first will analyzes the relevant laws about dormant partner such as company law, and then further analyzes the problems and disadvantages of these laws, finally analyzes the reasons about it.Part Five is the suggestions of completing the system of protection of the legitimate interest of dormant partner in limited companies. In this section, the author will first analyzes the principles that we should keep when completing the system, and then discusses the ways that we could choose, pointing out that systematic legitimation is a proper way. After analyzing the main regulations of protection of the legitimate interest of dormant partner, the author will finally give advices to people who choose to be a dormant partner about how to reduce risks during the practices.The innovations and contributions of this paper are as follows:First of all, this paper picks one of the hottest issues—the dormant partner, as the research subject, and chooses the protection issue not purely regulation issue as the research point of this paper. Second, this paper chooses the necessity and probability research as a separate chapter, which has not occurs in previous papers. Third, in the chapter of contrasting and analyzing of the law of protection of legitimate interest of dormant partner in limited companies in other countries, except introduces the regulations of other countries, it also introduces abundant papers and the latest research in other countries, and further points out that solutions in other countries do have help for us but we cannot surely transplant. Fourth, in the part of ways of protection, considering the systemic and consistency of law, the author chooses to protect in the system of corporate law and choose the way of legitimation, which is also different with previous papers. Fifth, this paper not only provides trains of thought, but also further points out the issues we should concern when come up with the main regulations of completing the system of protection of the legitimate interest of dormant partner in limited companies.