Study On The Validity Of The Unauthorized Equity Transfer Of The Nominal Shareholders

Dormant investment phenomenon is a kind of unstandardlized arrangement of equity. After the publication of The Third Judicial Interpretation of the Company Law of the people’s Republic of China in 2011, the alidity of the unauthorized transfer of ownership by the nominal shareholders is the most controversial issue. This essay explores court cases and existing judicial interpretation problems so that the reasons for the problems can be found with comparative analyzing method under subscription capital system and payment system. This essay will also express some amendment opinions on judicial interpretation, which are expected to be a reference to judicial practice.This thesis consists of the preface, the body and the conclusion. The body has four chapters.The first chapter is an overview of the problem of the equity transfer of the nominal shareholders. This chapter introduces the equity ownership and shareholder qualification in dormant investment and the current situation of the research on the equity transfer of nominal shareholders in China and abroad.The second chapter is an analysis on the validity of the unauthorized transfer of the nominal shareholders in the real payment system. This chapter will explain the deficiency of the law by doing research on the court cases and then analyze the problem with comparison and analysis. Finally, the solutions can be found to solve the problems.The third chapter is an analysis on the validity of the unauthorized transfer of the nominal shareholders in the subscription system. In this chapter, problems will be first raised according to the court cases. Then, explore the function of investment in the identification of shareholder’s qualification by analyzing of the capital system. Finally, discuss the issue of investment under the capital system.The fourth chapter is the ways to perfect the rules for the determination of the effectiveness of the shareholders without authorization. The reform of equity registration system is put forward in the first chapter, which aims to make the nominnal shareholders have the right to transfer the shares. In the second chapter, Amendment opinions on the nominal shareholder equity transfer referring to Bona fide acquisition system are given. The third chapter offers suggestions on the revision of the unauthorized transfer of shares by the shareholders under the system of subscription.