Study On The Issue Of Anonymous Partner' Shareholder Qualification

With the development of market-oriented economy and company,some investors make investment agreement with other person and contribution of the capital on behalf of other person in view of commercial interests or evasion of law. Such a person is called dormant investor or actual investor,nominal shareholder is registered on the legal documents such as capital contribution certificate, register of shareholders and articles of association.There are a lot of dormant investment phenomena in our social life,they are becoming a more common phenomenon,but there is not any legislation to regulate this phenomenon.The Supreme People's Court promulgated the Application of the Company Law of P.R.C Provisions on Several Issues(c).It play a important role in solving some legal disputes between the actual investors and the dummy investors and some other stakeholders,but it has not yet rule recognition of qualification of actual investors. The dormant investment leads to more and more legal disputes during longtime judicial practice.The paper consists of three major parts apart from the introduction and conclusion:The first chapter is introduction of the case and focuses of controversy. This part introduces the basic facts of Mr.Tang and Mr.Hsia shareholders qualification dispute case and the situation of the court.This case is a case that recognize qualification of actual investors.Combined with the case and court judgment,we can sum up the focus of dispute case that whether plaintiff has acquisition of shareholders' qualification and refer to the financial statements.The second chapter studies legal analysis of controversial focus.In the first place,we should clearly put forward the conception,key component and classification of actual investors,making legal definition of actual investors.And then on the premise of actual investors,we can analyze academic controversy of qualification of shareholder and summarize the substantial elements that actual investor acquire the qualification of shareholder,combining the judicial case and the Application of the Company Law of P.R.C Provisions on Several Issues(c).Mr.Tang is not a shareholder,and can not refer to the financial statements.The third chapter focuses on research conclusions.By means of analyzing actual investor in the second part,we realize the question of actual investor in the legislation,the law of company has some problems between them, so we come up with the modification suggestions of company law and the Application of the Company Law of P.R.C Provisions on Several Issues(c).