Funded Research Legal Issues Hidden Shareholders

Dormant shareholders phenomenon exist in large amounts in the field of China’s current economy, while promoting the socio-economic development, there exist A large number of disputes between dormant shareholders and the nominal shareholders; dormant shareholder, nominal shareholders and the company and other shareholders; dormant shareholders, shareholders and corporate creditors. Although there is no regulation about system of dormant shareholders in our Company law, The explanation of Corporation Act, item three which came into effect in2011has carried on the simple rules and regulations about that, unfortunately, its contents is relatively simple, the regulations about dormant shareholders is not comprehensive and specific, which can not totally resolve the problem of dormant shareholders.This paper attempts to start from the basic theory of dormant shareholders, through analysing the familiar disputes in judicial practice and shareholders qualification, begin to propose some solutions to these problems according to the existing law of our country, in the mean time, it looks forward to propose useful suggestions on China legislation on the issue of dormant shareholders.This paper is divided into four parts, in order to carry on related research on the problem of dormant shareholders, The content is as follows:Chapter one is the analyses about concept, characteristics, classification and origins. First, started from the concept, through analysing and comparing the concepts of dormant shareholders from different scholars, drew my own point of view. Including distinguishing features of dormant shareholders, the actual capital contributions and so on. Then expounded that the causes of dormant shareholders are divided into two categories which is circumvent the law and non-circumvention legal reasons, and make scientific classification through its reasons for the formation.The second chapter, which is a focal point of this article, discusses the theories of dormant shareholders identified, by way of comparing the substantial theory, the sharp theory and the eclecticism theory, to analysis their advantages and shortcomings, then reach my own opinion, called conditional sharp theory, on the basis of insisting principles of commercial law, to solve the problems of the status of dormant shareholders in judicial practice, and then discusses the substantial elements of the obvious of the dormant shareholders, on the basis of the substantial elements to confirm the procedural elements, the procedural elements including the company internal certification process and judicial conversion process.Chapter article focuses discussed a typical hidden shareholders legal disputes often in practice, and Select capital contribution flaw disputes, the equity transfer disputes, dormant investment agreement violates the effectiveness of mandatory under the name of shareholders eligible to how to deal with these three issues focus on the existing legal norms, proposed to solve such disputes.The third chapter, which is also a focal point of this article, discusses the typical dormant shareholders legal disputes which are frequently occurred in juridical practice, and picks out three mainly problems,which are capital contribution flaw disputes, stock transfer disputes and how to deal with the qualifications of the nominal shareholders when the dormant investment agreement violates enforcements of the mandatory, to discusses intent, puts forward the my own ways to solve those disputes based on the current legal norms.The last hapter Chapter isdormant shareholders of regulatory legal advice. Analysis of the conditions of existing legal provisions, the overall lack of legal provisions, and provides for a more general and not specific enough, use may encounter difficulties in judicial practice. Then their anonymity legal advice, through the legislative level, through the legal form rather than a judicial interpretation of norms hidden shareholders, make up the inadequacies of the existing judicial interpretation, propose solutions.