The Study On Dormant Investment And Related Issues

Since the cooperative business model began，the investment behavior of dormantwas born，which had profound historical reasons and social reasons. While after thereform and opening of China，in a fairly long period of time，the law does not clearlydefined the related problem of dormant investment， also does not have thecorresponding guidelines the view on dormant investment，in judicial practice andtreatment methods have great differences，resulting in a large number of legaldisputes，maintenance is not conducive to social and economic order and socialeconomic activities， the direct adverse effects on the socialist market economy. UntilFebruary16，2010，"the Supreme People’s Court on several issues using theCompany Law of the people’s Republic of China regulations (three)"(hereinafterreferred to as the "company law"(three) promulgated and implemented，the policy ofthe limited liability company on the dormant investment problems are given from thevalidity of the contract， the effect of real right processing rules， to formulaterelevant regulations on the parties and interested parties responsibilities andrelationships， provides guidance and demonstration for the processing of dormantinvestment disputes. However， the research on the theory and practice of dormantinvestment should not stop，and the development of social economic activities， inthe legal rule checking the current law is reasonable or not will also continue toproduce new problems to more reasonable design.This paper will be based on "company law"，mainly aiming at the dormantinvestment legal phenomenon that frequently occurs in a limited liability companyoperating activities in the process of discussion，the dissertation consists of fourchapters:The first chapter is the basic theory of dormant investment expansion ispresented，including the basic concept of dormant investment，legal characteristics， causes，classification，clear the core elements of dormant investment behavior，economics，law，through two different angles of dormant investment behavior tomake reasonable evaluation.The second chapter tries to analyze the legal relationship of dormantinvestment，especially analyzing the agency relationship in the operation of dormantinvestment，so as to clarify the legal relationship between the dormant investor andthe notional investor，the company and shareholders，the dormant investor andcompany，the dormant investor and creditors of the company and other third parties，and analyzes the legal rules of dormant investment.Chapter Three focuses on the termination of dormant investment. The authorlists and analyzes the causes of role change from anonymous investors into namedinvestors，and the methods to achieve the change. By reviewing and analyzing current"company law"，"contract law" and the new "Company Law promulgatedinterpretation (three)"， some feasible suggestions are given on controlling the risk ofdormant investment in practice.