Study On The Legal Issues Of Dormant Shareholders

Dormant shareholders and shareholder disputes,disputes of dormant shareholders,shareholder and the company and other shareholders and nominee shareholders,shareholder and the third party dispute,in the operation of the limited liability company is very common,but the lack of legislation and judicial practice is not uniform has greatly increased the difficulty of handling this kind of cases.Dormant shareholders do not have the qualification as a shareholder,the dormant shareholder disputes concerning the rights and obligations of the how to resolve,are placed in the letter in front of us to be solved the problem.Dormant shareholders,refers to the actual to the limited liability company funded or subscribed capital,but based on circumvention legal provisions or other reasons,to the identity of the shareholders did not industrial and commercial registration and the company's internal records,which does not have shareholders qualification form characteristics of the investor.Dormant shareholders causes mainly includes two aspects,namely for circumvent laws and regulations of the objective and non evade laws and regulations of other purposes.Dormant shareholders although already to the company funded or subscribed capital,but due to the identity of the shareholders did not register,did not enjoy the shareholder eligibility and qualification as a shareholder dispute in,the dormant shareholder's qualification as a shareholder shall be through litigation by the court identified in order to obtain.In addition,dormant shareholders need through the display name shareholders delivery behavior corporate profits can be obtained,if a significant shareholder shall not be delivered,dormant shareholders will thus fall into the risk or disputes.How to identify shareholder qualification of dormant shareholders is the key to solve the disputes of dormant shareholders.At present,theoretical circles on dormant shareholder's qualification identified problems is not uniform,the main representative theories including form said,real,actual controller and distinction.In judicial practice,the court over the issue of shareholder's qualification of dormant shareholders also appeared different opinions.This article believes that the shareholder qualification should adhere to the principle of formalism.The company law is the behavior of groups,so it emphasizes the stability of law,so the treatment should be objective,uniform,in determining the subscription of shares the same.The confirmation of shareholder's qualification shall be based on the theory of the appearance of commercial law as the theoretical basis,and will be regarded as the shareholder in the name of the investor.Because of the defect of dormant shareholder investment,equity transfer caused by disputes and dormant shareholders due to disputes with the third person outside the company and is common of the dormant shareholder disputes.Although the "judicial interpretation of the company law(three)" has made the corresponding provisions,but the provisions of the content is still controversial and inadequate,can not effectively solve the dispute,to be further improved.