Research On Cognizance Of Dmormant Shareholders' Qualifications

With the development of China's market economy,various business investment has been increasing,and the hidden capital contribution has become more and more frequent,which has caused more and more disputes among the qualified shareholders.Promulgated by the supreme people's court of the company law(explain three)to the problem of dormant investment of judicial interpretation,the intention to solve the problem of dormant investment,confirmed the anonymity for the effectiveness of the contract,but to the problem of dormant shareholders qualification regulations still need to improve.This text set about from the case analysis of the nature of the dormant investment problem,analysis the legal nature,legal validity and deal dormant shareholders and the relationship between the related subjects,trying to perfect the dormant investment between the nominal shareholders and legal framework,lack of perfect laws and regulations.Currently,it is said that the nominal shareholder is the shareholder of the company,so that the dormant shareholder has no right to participate in any activity of the company's shareholder qualification.The reason is that at the legal level,the company itself is a legal entity,as the organic law of the company,company law defines the legal elements of the company,shareholders as one of the legal elements of the company,must go through the statutory procedures,the changes in and shall conform to the requirements stipulated by the regulations of the company,otherwise can't become the shareholders of a company.The contract signed between the shareholder and the nominal shareholder is subject to the company law.Therefore,the contract between the hidden shareholder and the nominal shareholder must comply with the mandatory norms of the company law.The company also needs to pass the procedures of the law,and the shareholders also do not enjoy the rights of shareholders.The parties shall perform the contract in accordance with the rights and obligations stipulated in the contract between the hidden shareholders and the nominal shareholders.The nature of the contract can be either a trust or a partnership.The relationship between the hidden shareholders and the company is a kind of capital participation.The capital participation of the hidden shareholders can not own the shareholders' rights,which can be different from that of the ordinary shareholders.It can also be understood by the theory of ownership rights.Under such a relationship,the nominal shareholder has the full shareholder's qualification,participates in the shareholder meeting of the company,has the right to vote and so on.At the same time,since the capital of the nominal shareholders is from the hidden shareholders,the nominal shareholders have the duty of loyalty management and prudent attention to the shareholders.In these logical premise,deduces implicit shareholder qualification shareholders in the name of the three,hidden under the qualification of shareholders shareholder qualification in the name of the three basic principles: public appearance and principle,the principle of balancing of interests and the protection of the third person in good faith principle.Under the above three principles,and further put forward the dormant shareholders want to qualify its shareholders,realizing the show name,need to satisfy the dormant shareholders of famous four elements: first,is the generation of shareholding agreement signed by both parties.Second,the dual consent of the nominal shareholder and the other shareholders of the company;Third,hidden shareholders have actually contributed;Fourth,complete the relevant equity change procedures.The legal basis for the extraction of these four elements is the coordination between the condition of the transfer of shareholders and the recognition of implicit shareholder qualification.These four elements are the essential elements that must be observed between the parties.Finally,according to the previous analysis,put forward the shareholder qualification of law to perfect the proposal is based on the shareholder register put on record system as the core system of the register of shareholders,at the same time,must also be shareholders in the company's articles of association of the corresponding registration system,including specific registration by the company's articles of association,register of shareholders,the time of registration.