Research On Dormant Investor's Shareholder Qualification

Disputes on dormant investors have appeared frequently in recent years and the basic problem of the relevant disputes,dormant investor's shareholder qualification has been widely discussed in judicial practice and theoretical academia.The Supreme People's Court on the Application of the People's Republic of China company law provisions of a number of issues(three)provides guidance for relevant guidance.However,the problem of judicial practice has not been solved and the conflicts between the law articles result in different judgments on similar cases,even in similar judgments,which have reduced the credibility of the judiciary and caused great confusions to the relevant parties on their own legal status.Dormant investor's shareholder qualification is not just an identify issue in judicial practice.The lawsuit of recognizing the qualification of a shareholder is not the solution to "who should be the shareholders",but "who originally are the shareholders".The research on dormant investor's shareholder qualification idea should highly stress whether and when he meets the qualification of a shareholder.So in this paper,the author will analyze two elements of the shareholder qualification,including " civil subject expresses the intention to be a company's shareholder" and "other shareholders accept the civil subject as the shareholder".Finally the shareholder qualification of dormant investor can be obtained according to the two elements.This paper is divided into four chapters and the main contents are as follows in addition to the introduction and conclusion:Chapter one is mainly about the basic theory of dormant investment,the author analyzes the definition and characteristics of dormant investment,defines the object of this study and points out the formation reasons of dormant investor,providing the basis of the following discussions.Chapter two is the analysis on the legislative and judicial status of the dormant investor's shareholder qualification,the author points out the imperfections of The Supreme People's Court on the Application of the People's Republic of China company law provisions of a number of issues(three)and stresses processing path to similar problems of comparative laws at abroad.Although there are solutions to similar problems in comparative laws,it is difficult for us to use those solutions directly and scholars have to seek explanations and processing rules suitable for local needs due to different legal systems.Chapter three is about the various theories of the shareholder qualification of dormant investor in our country.The author expresses that various theories for instance,formal theory,substantial theory,distinction between inside and outside theory,fixed formal theory,hardly could explain the dormant investor's shareholder qualification satisfactorily,thus a new theory is very essential.The paper is mainly about the shareholders qualification and the standard determining the shareholder qualification of dormant investor.Therefore,"civil subject expresses the intention to be a company's shareholder" and' other shareholders accept the civil subject as the shareholder" are the issues who are the shareholders of the company.On the basis of the typological analysis,the paper further conducts the shareholder qualification of dormant investors in various types.Chapter four puts forward corresponding suggestions on the qualification of dormant investors in China respectively from the legislative level and the construction of the equity trust system.