Right Research On Dormant Shareholder Of Limited Liability Company

In commercial affair area, our country is currently adopting the appearance principle. The Corporate Law dictates that the right to exercise shareholders’ interest is decided by the shareholder name book, but in Judicial Interpretation it adopts the fact principle with regard to dormant shareholders, which to a degree has acknowledged the stock equity of a dormant stakeholder. The lack in corporate law legislation and judicial interpretation has caused the chaos between the theoretical field and practical field. It has become increasingly important to specify the standard of recognizing dormant shareholder, pinpointing stakeholder qualification and the stake equity of a dormant shareholder.This thesis sets out to give a thorough analysis of the current protecting situation and existing problems of our corporate law and judicial interpretation towards dormant stakeholder, and also to give integrative suggestions to our dormant stakeholder regulation based on domestic and international legislation.The thesis will be divided into five parts.Part One is the general description of the dormant stakeholder system, including and especially about the definition, features, relevant concepts of dormant stakeholder as well as stake equity.Part Two analyze the stake equity of dormant stakeholder. Firstly, it analyzes the legal status of dormant stakeholder, which mainly involves the legal relationship between dormant stakeholder and apparent stakeholder. There are formalism theory, substantially theory and eclecticism theory in the relationship between dormant stakeholder and company. The author thinks that eclecticism theory is reasonable. In the legal relationship between dormant stakeholder and apparent stakeholder, there are debt theory, partnership theory, trust theory and agent theory. The author thinks agent theory is reasonable. Secondly, based on the legal status, the author thinks dormant stakeholder should have some self-benefit right.Part Three introduces the current legislative situation of our country, which mainly consists of Corporate Law and Judicial Interpretation Three and discusses the problem s of our legislation.Part Four analyzes both domestic and international legislative situation, and focus on the identification of dormant stakeholder and the execution of stake interest of common law system and continental law system.Part Five gives a design of an integrated dormant stakeholder system. Firstly, with regard to the problems of Corporate Law, I suggest specifying the definition of dormant stakeholder, stakeholder identification standard and the according stake interest. Secondly, based on the lack in judicial interpretation, I suggest we complete the conflicts resolving system of dormant stakeholder, avoid mandatory disclosure system of shareholder, responsibility system of dormant stakeholder.