On The Protection Of The Rights And Interests Of Dormant Contributors In A Limited Liability Company

With the rapid development of the market economy,there are more and more disputes about protecting the right of dormant contributors of the limited liability companies.The right of dormant contributors needs to be protected,however,there is no regulation about dormant contributors in Chinese Company Law.Thus,in order to solve the problem of dormant investment in practice,the Supreme People’s Court announced The provisions of Supreme People’s Court on certain issues applicable to the Company Law of the People’s Republic of China(Three),hereinafter referred as The judicial interpretation of the Company Law Three.The judicial interpretation of the Company Law Three stipulates the right of dormant contributors,but it is very rough,which cannot completely solve the problem that dormant investment has different forms in practice.What’s more,the regulations about the status of investors,as well as the rights and interest protection in The judicial interpretation of the Company Law Three are not clear and specific,which is not conducive to protecting the rights and interests of dormant investors.Firstly,with specific examples,the article will analyze the situation that the dormant contributors’ right to benefit from property and the right to know the truth are damaged.Secondly,the author analyzed the nature of these rights.Thirdly,the author pointed out the main problems why it was difficult to protect the rights of dormant contributors,namely the difficulty for the dormant partner to be identified and the weakness to protect their rights.What is more,from the vision of the Company Law and the identification theory of dormant contributors,the author analyzed the reasons that why it was difficult to be identified.Beside,the article explained the reasons why it was insufficient to protect the rights of dormant contributors from the aspects of The judicial interpretation of the Company Law Three and the anonymous contribution agreements.Eventually,in view of this problem,this article came up with some suggestions from the aspects of legislation and justice as follows.The first is to make the supervision right and beneficial right of dormant contributors more clear and specific in the future Company Law.As for the Contract Law,the second is to specific the anonymous contribution agreements from the form and content.The third is to improve the way of remedies for dormant contributors,including improving the explicit path of anonymous contributors,giving the invisible investor the right of intervention and supporting the investors to claim the damage that they suffered in order to better protect anonymity investor’s rights and interests.