On The Identification Of Dormant Investor’s Shareholder Qualification

In recent years,disputes on dormant investor’s shareholder qualification are continually coming out. But our company legal terms are far from perfect, which often leads to a same case with different sentences,and the limited liability’s situation is the most typical and universality. Chaos in the judicial seriously damages the legal authority. This problem causes an extensive discussion in academia. This paper tries to find a unified rule for the identification of dormant investor’s shareholder qualification under the perspective of the limited liability company, aiming to provide a beneficial reference for future law revision. This paper is divided into three parts which as follows:The first part, this paper summaries the subject from three aspects. Firstly, this paper clearly defines the concept of dormant investor. Secondly, This paper analyzes three kinds of mainstream theories,including substantial standards theory, formal standards theory and distinction between inside and outside standards theory, and analyzes the advantages and disadvantages of the three theories, then bring up this article’s point of view,namely the acquiescent formal elements theory, this is the core conclusion and the main theoretical support of this paper. Thirdly, this paper emphasizes the significance of the identification of dormant investor’s shareholder qualification.The second part, this paper analyses our country’s present situation and the shortfalls of legislation in the identification of dormant investor’s shareholder qualification. Then this paper mainly points out the following several shortfalls. Didn’t make a clear conception of the dormant investor. The substantial standards theory and formal standards theory are mixed together. Didn’t specify the substantial requirements, program path and legal consequences on the identification of dormant investor’s shareholder qualification.The third part, this paper puts forward some legal proposals in order to make up the shortfalls, including that making a clear conception of the dormant investor, eliminating the contradictions between the law terms, applying the acquiescent formal standard theory, and specifying the substantial requirements, program path and legal consequences on the identification of dormant investor’s shareholder qualification. And I hope that could make a contribution to the legislative improvement in the future.