Research On Qualify The Shareholder’s Qualification For Anonymous Investor

With the continuous development of market economy,China’s corporate law emerged more and more "anonymous investment" phenomenon.Anonymity is a new way of investing in a company,and it is gradually adopted by more and more people because it does not reveal the true identity of the investor.The emergence and prosperity of anonymity phenomenon has its own soil,which is the embodiment of the nature of human being and avoidance,and the instinct of people to obtain the greatest benefit.However,the implicit investment is contrary to the principle of corporate registration,and the internal conflict with the company’s human nature,coupled with the relevant provisions of laws and regulations is not clear,resulting in practice often conflict and contradictions,such as the implementation of shareholder rights disputes,The company’s profit distribution disputes,transfer of equity disputes to third parties,one of the most common is the qualification of qualified investors to confirm disputes.On January 27,2011,the provisions of the Supreme People’s Court on Several Issues Concerning the Application of the Company Law of the People’s Republic of China(3)"(the Law Interpretation [2011] No.3)(hereinafter referred to as the" Company Law Interpretation(III)")For the first time to make a provision for anonymous investment.However,the scrutiny of the relevant law will find that the logic is unclear,the attitude is unknown,which undoubtedly increased the degree of confusion of the problem of investment,so that the qualification of qualified investors is more difficult.Therefore,the necessity of the research on the qualification of qualified investors is self-evident.This paper starts from the problems existing in the practice of the qualification of the anonymous investor,and studies the domestic theory of identifying the qualification of the anonymous investor,finds out the shortcomings and points out the field and finds that the Anglo-American law is based on Mature trust theory,the debate on the issue very few.Based on this,China should draw lessons from the theory of trust to find out the way for the investment of the anonymity,and on the basis of the theory of trust,classify the question of the qualification of the qualified investor,and give the qualified answer.This paper studies the question of the qualification of the shareholders of the anonymous investor by means of normative analysis,empirical analysis andcomparative analysis.First of all,the study of the status of the problem of investment in the application of the status,pointed out that the laws and regulations on the lack of provisions of this law,the company law to deal with the problem of nominal investment is almost blank,the Supreme Court judicial interpretation of ambiguity,the guidance of the Supreme Court are not unified,But in practice but continue to emerge on whether the nominal investor is a shareholder dispute.Secondly,we mainly study the theory of the qualification of the subordinate investor,and carry on the research on the theory of truth,form and difference.On the basis of the analysis of the jurisprudence,the three theories can not solve the shareholders’ Identify the problem,the practice is not a good reference.On this basis,the eyes of the field,the study of civil law and Anglo-American law on the subordinate funding requirements of the provisions of the Anglo-American legal system of the trust theory can be a good solution to the problem of nominal investment,for a clear definition of anonymous investment Human status has a very good help,put forward our country can learn from the application of the trust system.Thirdly,it is necessary to study the feasibility of the trust system.First,it compares the agency and the partnership system and analyzes its institutional structure.It is found that the two systems do not apply to the question of the investment of the anonymity,but also the rationality of the trust system.The essence of the system coincides with the legal relationship between the nominal and the legal relationship,and it can be well connected with the company law,so as to draw the conclusion that the legal relationship of the investment should be applicable.Finally,on the basis of the trust system,the author analyzes whether the subordinate investor has the qualification of the shareholder.Firstly,it divides the subordinate capital,and divides it into an agreement type anonymous and non-agreement type.Type of implicit investment is divided into the right type of investment and non-rights-type implicit investment,non-agreement type of anonymous investment includes impostor and capital contribution.After the analysis and research concluded that: the non-exercise of the subordinate investors do not have the qualifications of shareholders;the right of the right to invest in the right of the right to direct the right of the investor has a substantial sense of shareholder qualifications,and indirect Nominal investors do not have the qualifications of shareholders;impostor and fame in the investment of the subordinate investors have real significance of theshareholders qualifications.