The Theory Of Dormant Shareholders Qualification

Although there is relatively complete the corporation law in our country, but the face of large number and diversity of commercial cases, some controversy sometimes cannot according to the company law and relevant judicial explanation to solve, such as idenfication of shareholder qualification that existing in dormant investment. Dormant shareholders is to point to by way of dormant investment contract or other contribution to the company, has become the essence of the shareholders with faulty conditions but in the form of dormant investors. After the dormant shareholders fulfill their obligations, they usually cannot enjoy the corresponding shareholders’ rights, and there are also different awys about the qualification cognizance of the shareholders in the judicial practice in our country.This paper is made up of three parts. The first part is to discuss the existing problems of dormant shareholders in our country, including theoretical controversy and the deficiency of the legislation. Through the understanding of the different views in academia, the paper expounds the importance of the substantial requirements, at the same time, thinking by the deficiency of the legislation of dormant shareholders. The second part is about the standears of dormant shareholders qualification, making specific discussions in three aspercts:actual performance of investment, awareness of other shareholders and actual exercise of shareholder rights. The third part is about to discuss solving the problem of dormant shareholders qualification by the way of litigation through two cases.