Research On Legal Risks Of Dormant Shareholders In Limited Liability Company

Since the reform and opening to the outside world,with the rapid development of economy and the diversification of investment means,dormant investment has gradually become a common means of investment,which has brought a great deal of investment opportunities and interests for investors.However,the dormant shareholder system itself lacks clear legal provisions,and it is often difficult to find the appropriate basis for the specific treatment.In addition,due to the principle of dormant shareholders by commercial appearance,demonstrative principle and limited company of constraints,their rights are easily violated,the dormant shareholders face a lot of risks,in order to protect the legitimate rights and interests,reduce the risk of dormant shareholders,it is necessary to study the relevant system of risk control.This article mainly discusses the legal risk control system of dormant shareholders from the following parts:The first part is an overview of the basic theory of dormant shareholders.Mainly on the concept,characteristics,types,and related concepts of discrimination.The second part analyzes the relationship between dormant shareholders and prominent shareholders.First of all,three kinds of theoretical disputes about the relationship between dormant shareholders and prominent shareholders are discussed,namely,dormant agency,partnership,trust relationship.Secondly,in comparison,the underlying relationship with the trust relationship is the most consistent.The third part is about the legislative provisions and the existing problems of the risk prevention of dormant shareholders in limited liability companies.The fourth part is the analysis of the legal risks of dormant shareholders in the relationship between the dormant shareholders and the significant shareholders.First,the legal risks of dormant shareholders in concluding contracts mainly include the risks of uncertainty in the contents of dormant investment contracts,the risks of unknown nature of contracts and the risks of invalid contracts.Second,legal risks of qualification confirmation.Third,the legal risks of exercising shareholder rights.Mainly refers to it cannot complete the exercise of shareholders' right of benefit and total benefit risk.Fourth,the risk of listed shareholders infringing the rights and interests of dormant shareholders.It mainly includes the risk of refusing to transfer investment profits and transferring stock rights without authorization.The fifth part is about the legal risk control of dormant shareholders in the relationship between dormant shareholders and prominent shareholders.This part is mainly discussed from two aspects of the basic principle of the risk control and the perfection of the system.Among them,the improvement of the system includes the perfection of legislation and the perfection of related judicial interpretations.The legislation including: determining the relationship between the dormant shareholders and nominee shareholders by nature and "dormant shareholders" instead of "the actual investor" two basic content;improve the relevant judicial interpretation mainly includes: perfecting the dormant investment contractsystem,system and clear dormant shareholders equity investment scope verification clear dormant shareholder qualification.