An Analysis Of "Case Concerning Disputes On Confirmation Of Shareholder-Qualification Between Wang Yun And Zhu Feng Company"

Share-holding Entrustment has become a common practice in the modern company operation.As a way of investment,it provides channels and facilities for investors,but also leads to a lot of disputes on the confirmation of shareholder qualifications.In the "Case Concerning Disputes on Confirmation of Shareholder-Qualification Between Wang Yun and Zhu Feng Company",Wang Yun,as the plaintiff,claimed that he ought to own 99.7%stake in Zhu Feng Company,and required the court to order Zhu Feng Company to issue investment certificate for him,to record his name in the register of shareholders,and to register him as shareholder with the industrial and commercial administration.However,Zhu Feng company,the defendant,did not recognize that Wang Yun actually contributed capital to the company,Wang Hui and Hai Ke company as the third party also denied that they had consensus with Wang Yun regarding share-holding entrustment,but Wang Yun's family appeared in court as witnesses and provided witness testimony to prove that Zhu Feng company was raised by Wang Yun,matters regarding Wang Yun's investment and Wang Hui's share-holding entrustment had already been discussed and decided in the family meeting.The case went through first instance,second instance,and retrial,there are three focus issues:First,the recognition of shareholding entrustment relationship between Wang Yun and Wang Hui&Hai Ke company and the effectiveness of the entrusted shareholding agreement;Second,whether Wang Yun has actual capital contribution to the company and the determination of his shareholding proportion;Third,whether Wang Yun can become a prominent shareholder of Zhu Feng Company or not.In this paper,through analysis of the establishment of shareholding entrustment relationship,entrusted shareholding agreement is considered to be the key element in establishing shareholding entrustment relationship,thus denying that shareholding entrustment relationship exists between Wang Yun and Wang Hui&Hai Ke company;The types of entrusted shareholding agreement are listed to reveal that entrusted shareholding agreement which violates mandatory provisions of law is invalid;In order to be entitled to share the shares or property of the company,dormant investors must meet two elements:equity contribution and consensus on shareholding entrustment,which means that Wang Yun does not have contribution of capital to Zhu Feng company;By describing the two theories in recognizing the qualification of dummy shareholders,namely,the formal theory and the content theory,as well as the institutional obstacles encountered when manifesting dummy shareholders,Wang Yun ought not to be identified as the prominent shareholder of Zhu Feng company.