Research On Legal Issues Of Dormant Investment In Limited Liability Company

Limited liability company is an important market entity.With the growth of people's wealth,the means of investing limited liability companies are abundant.As a covert investment means,dormant investment is used more often than other means of investing.Meanwhile,the disputes related with dormant investment in people's life and judicial practice are becoming more and more.Although the judicial provisions of dormant investment in China is become more and more rich and thorough,but there are still a lot of controversies surrounding the investment.For example,confirming the shareholder-qualification of the dormant investors is still different in the judicial practice.The thesis analyzes the relevant problems of the dormant investment and puts forward some viewpoints of these problems.The main body of the thesis is divided into three chapters:The first chapter is an overview of the dormant investment.Firstly,the concept of dormant investment is defined,and the dormant investment is limited to the agreement type dormant investment in the limited liability company.Then the characteristics,types and reasons of the dormant investment are introduced.Finally,the characteristics of the dormant investment disputes in judicial practice are introduced.The second chapter elaborates the legal relationship between the dormant investor and the nominal shareholder,and mainly discusses the nature of the dormant investment agreement.Three theories related to the nature of the dormant investment agreement are introduced and evaluated.The common law countries deal with the issue of dormant investment properly by shares trust.By drawing on the shares trust system of foreign countries and based on the current situation of shares trust in our country,this thesis puts forward some suggestions on the trust transformation of the dormant investment.The third chapter elaborates the legal relationship among the dormant investor,the nominal shareholder,the company and the third party outside the company,and mainly discusses the question of the shareholder-qualification of the dormant investors and the protection of the interests of the company creditor.In the discussion of the question of the shareholder-qualification of the dormant investors,three related theories in the academic circles are introduced and analyzed.The conditions that a dormant investor becomes a prominent shareholder in the judicial practice are introduced.After that,the thesis presents its own standard to confirm the shareholder-qualification of the dormant investors.When discussing the protection of the interests of the company creditor,the conditions that the application of the pierce the corporate veil in the dormant investment are analyzed.