Analysis On Rights And Interests For Dormant Contributors In Nominal Share-Holdings

Nominal share-holding is a common way of investment in business,which enjoys abundant of practical values.Furthermore,it is flexible for different situations and purposes of investment.However,current laws and regulations haven't established a system on the parties,acts and responsibilities of nominal share-holdings,bringing the dormant contributors significant problems.Compared with stock companies,limited liability companies are not so open to public and there are inevitable and specialized problems existing while applying nominal share-holdings in such companies.To solve this,the judicial interpretation and experiences are quite important.This thesis consists of four chapters,which takes the whole share-holding cycle as the logical line.The main rights and interests of dormant contributors are divided into two aspects,the performance and the conversion.Firstly,it discusses the definition and characters of such rights and interests for the purpose of explaining the basic requirements of such contracts.Then,centered on the generalized naming process,the issues,the connection between naming process and preemptive rights and the judicial executions are discussed subsequently.At last,for the purposes of better practice,some legal suggestions are provided.The first chapter is about the current situations of rights and interests of dormant contributors and the main issue studied in this thesis.First of all,based on the cases in Shanghai,the practical problems are analyzed.And then,the relevant laws and regulations are collected and summarized,involving laws,judicial interpretations and judicial opinions.At the end of this part,the main legal issue of this thesis is explained that the absence of systematic study on rights and interests of dormant contributors is the fundamental problem.The second chapter is about the specific contents of such rights and interests,which are studied from the aspects of resources,requirements and limitations.Though the legal connections of such rights and interests are usually between individuals,due to the special purposes of such shareholding agreements,the Company Law might also be applied while determining the specific contents and limitations.In the third chapter,all the discussions and explanations are from the standpoints of dormant contributors and it is mainly about the naming process.The naming process could have its broad sense,including the process of simply disclosing such identity and the process of being registered as a shareholder.Therefore,since the current laws and regulations are quite incomplete,the situations and issues during judicial execution,becoming registered are discussed.In addition,since the naming process and preemptive rights are similar to each at some aspects,the relationship between such two processes are discussed.The fourth and last chapter is aimed at establishing a system in which the rights and interests of dormant contributors shall be protected and placed in center.Combined with the discussions above and current judicial situations,the economic theory of incentive of compatibility may be applied,ensuring the nominal share-holders fulfilling their duties and reasonably allocating certain payments and profit-distributions for them.Then,since the duration of such cooperation is long,the details of performing such agreements shall be taken into considerations and the dormant contributors may classify commercial decisions due to various risks,ask the nominal share-holders to comply with confidentiality.Furthermore,regarding the different purposes of such conducts of investments,the dormant contributors may specially pay attention to certain clauses or provisions being settled within agreements and endeavor realizing their arrangements.In addition,the relationships between dormant contributors,other shareholders and company are also explained here.In order to improve the current situations,suggestions such as three-party contracts,amendment and extension on naming process are provided.And also,the advice of establishing the system of such remedy is briefly explained.