On Legal Issues About The Share Disposed By Nominal Shareholder

Our commercial law system has become more mature with the theory and practice continuing to accumulate. The system plays a guiding and regulating role for commercial judicial practice. The emergence of dormant investment in the field of company practices and the significant increase in disposal of share disputes reflect the lag of legislation in our country. Therefore, there is an importance to analyze the legal issues relating to nominal shareholder disposing share and pose more suggestions for completing the system based on combining legislation and judicial practice. Indeed, there are many differences between the company law and contract law when discussing the legal status of nominal shareholder and the legal effect of his disposition of share. But nominal shareholder should be the company's shareholder and his disposition of share is effective based on the background of company and the results of comparing the applicable principles of company law and contract law and social benefit. Through the analysis from both theory and legislation, we know that our current legislation is applicable for solving the civil liability of nominal shareholder to each related subject. But there are some particular circumstances cannot be solved. Therefore, current legislation has to be improved imperatively. In this regard, we should comply with four prineiples. Firstly, it should highlight the commercial spirit which regarding efficiency as supremacy while also comply with the traditional principles of fairness and justice. Secondly, if dormant investment based on illegal causes, it will be illegal from the beginning. Even if it based on legal causes, it will also does not obey the law because the company law has already regulated the investment behavior of shareholders from essence and procedure. So, dormant investment is a borderline illegal behavior which should not be advocated. But based on the principle of autonomy of will and the spirit of no crime without a law, dormant investment also cannot be banned or restricted. Therefore, by increasing the risk or responsibility of dormant investor when nominal shareholder disposes share, it will be disguised to reduce the phenomenon of dormant investment. Thirdly, based on the consideration of the company background, it should pay more attention on the company law when completing the related legislation of nominal shareholder disposing share. Fourthly, properly combined with the relevant rules of other department laws when systematic regulate and adjust the legal issues and relationships of nominal shareholder disposing share. In summary, it is important to build and improve the system on civil liability of nominal shareholder disposing share based on the principles above. In that way, we are able to better balance the interests of all parties and ensure the security and stability in market transactions. What's more, it can promote our country's economic construction and development. Finally, it can make a maximization of our social benefits.