Research About The Legal Issues Of Anonymous Shareholders In The Limited Liability Company

As the important group organization,company plays a vital role in the social and economic development today.With the development of the society and the increase of business activities,the problems caused by the company are increasing day by day.The problems of anonymous shareholders in the limited liability company in judicial practice usually perform as the shareholder qualification confirmation between the anonymous shareholders and nominal shareholders;the dispute on investment profit distribution between the anonymous shareholders and nominal shareholders;the debt dispute among the anonymous shareholders,the nominal shareholders and the third party.All the problems above are complicated and because of the lack of corresponding regulations,sometimes the same cases will be judged in different results.In February 16,2011,“Provisions of the Supreme People's Court on Certain Issues Concerning the Application of the ‘Company Law of the PRC '(3)”sJudicial Interpretation [2011] No.3 t(hereinafter referred to as “company law judicial interpretation 3”)formally implemented,this judicial interpretation made some corresponding regulations to solve the relative problems,and it focused on the investment profits distribution between the anonymous shareholders and the nominal shareholders,and also the protection of the third party's reliance interests.However,it didn't make clear if the anonymous shareholders are actual shareholders,and how to determine the legal status of anonymous shareholders.Finally,we put forward some suggestion after analyzing the lack of anonymous shareholders legislation.Specific contents are follows:The introduction part mainly puts forward the problem of anonymous shareholders,the significance of the subject,research methods,research status of the same subject both at home and abroad,and the innovations of this paper.Chapter ? The basic theory of anonymous shareholders,including the definition,basic characteristics and the causes of anonymous shareholders,which lays the foundation for later discussed in detail.Chapter ? The criteria for the identification of anonymous shareholders.First,we discuss the qualification from the perspective of comparative law,mainly discuss the phenomenon of anonymous shareholders in Anglo American law system and the continental law system.Then we analyze the standards of anonymous shareholders,including affirmation theory,negation theory and the neutral viewpoint.Meanwhile,we analyze the local judicial practice about the identification of anonymous shareholders before the company law judicial interpretation 3 promulgated and put forward my views.Chapter ? The legal relationship between anonymous shareholders and relevant subjects,including the disputes between anonymous shareholders and registered shareholders,disputes between dormant shareholders and the company and other shareholders,disputes between the dormant shareholder and the third party,the author concluded that the lack of China's relevant laws in the preliminary analysis of the process.Chapter ? Perfecting the legal system of anonymous shareholders in limited liability company.Through the analysis of the "company law" and its judicial interpretation,we conclude that the "company law" lacks provisions about the legal issues of anonymous shareholders.Although the "company law judicial interpretation three" unified standards to solve the problems related to anonymous shareholders,but can't solve the more complicated disputes,therefore,through research and analysis,we provide suggestions to perfect our legal system of anonymous shareholders.The conclusion restates this point of view,and the suggestions on perfecting the legislation system.