The Study Of Law Issue For Dormant Shareholder

As an important market participant, a limited liability company is significant without a doubt. In terms of company system, the core is a matter of shareholder. The determination of shareholder qualification in a limited liability company must satisfy the following conditions:(1) capital contribution to a company; and(2) registration of related information such as shareholder name in the articles of association or register of shareholders. In some cases, contributors do not want to disclose their identity and are called dormant shareholders accordingly.Dormant shareholder is not a definite legal concept in the Chinese legislation, and its identity verification is the premise and basis for research on it. This paper combines current theories and determination principles for dormant shareholder in academic circles to study the identification of identity of dormant shareholder fundamentally, laying the foundation for solving the follow-up questions.Since dormant contribution of capital is contrary to relevant shareholder registration system required in the Chinese Company Law, it could inevitably bring many adverse effects to normal economic order. In consideration of well-established equity trust system, the Anglo-American Legal System does not provide for the issues brought by dormant shareholders, while the Continental Legal System ignores the issue of dormant shareholder and there are many defects in Chinese dormant shareholder system legislation, which cannot effectively solve the disputes in the juridical practice. This paper mainly discusses and solves the issues of dormant shareholder qualification and equity confirmation, defective contribution, equity transfer, investment return dispute, and equity preservation and execution. By researching and comparing current Chinese legislation and equity trust system, this paper is intended to explore a way to establish and perfect the mechanism of Chinese dormant shareholder, significantly reducing commercial disputes and maintaining dormant investment order.