A Study On The Legal Problems Of Anonymous Shareholders

With the development of the times,the market economy has been growing,the role of companies in the market economy is more and more important,the investment of this important subject of the company also appeared diversified phenomenon,anonymous investment phenomenon is increasing.However,China's laws and regulations have not clearly defined the hidden shareholder system and the related issues of hidden shareholders,leading to the problem of "hidden shareholders" in the legal "vacuum" state.Courts at all levels in the same or similar cases often occur in different cases with the results,undermine the authority and unity of justice.Although the Interpretation of the Supreme People's Court on Several Issues Relating to the Application of the Company Law of the People's Republic of China(hereinafter referred to as the Company Law Explanation(?))explains the actual contributor,there is no clear stipulation on the system of hidden shareholders,Legal interpretation does not systematically and specifically refine the implicit shareholder system.We study the problem of dormant shareholders,is in order to unify the referee standard,reduce differences applicable law,protect the safety of the authority of law and market trading.This paper is divided into the following four parts:the first part is an overview of dormant shareholders,explain concepts and legal characteristics of dormant shareholders,summarizes the reasons of the dormant shareholder,summarizes the types of dormant shareholders,divided into its legitimacy,dormant shareholders and the shareholders,protocol type,type of dormant shareholders,with the agreement fully implicit shareholders and not completely silent,summed up the dormant shareholders involved in the legal relationship,analysis of dormant shareholders equity transfer disputes;The second part is expounded,the qualification cognizance of the shareholders of the main theories are "formal requirements","said substantial conditions" and "compromise",combining with specific cases and making judgments;The third part is dormant shareholders qualification confirmation shall follow the principle of the public,the public trust doctrine,the company the same principle,the principle of balancing of interests,meaning the voluntary principle and legal principle;The fourth part is "the corporation law explanation(3)" the provisions of dormant shareholders resolution and perfect,parsing the corporation law explanation(3),about the problem of dormant shareholders,find the lack of regulation,and put forward the perfect Suggestions,so as to confirm the qualification of dormant shareholders of a company shareholders,regulating the behavior of dormant shareholders equity transfer and dormant shareholder capital contribution defects shall bear joint and several liability.This paper analyzes the theory of doctrine,principles and relevant legislation of the implicit shareholder qualification,and puts forward the solution to the qualification of the hidden shareholder according to the relevant theory.But the author's point of view is not the only and absolute,the need to conduct a practical study to verify its legitimacy.