A Case Study On The Disputes Of Dormant Capital Subscription Centered On Mr.Huang

With the development of market economy and the diversity of investment choices,a special entity appears in the commercial practices,who wants to invest some company and become the shareholder,but is unwilling to let their name comes out in the documentation of the company based on some reasons.However,the laws of our country such as the company law indicates that the investors of a company should register in the real name in the documentation of the company including the corporate charter and register of shareholder.Therefore,a form of investment named dormant capital subscription appears in the commercial practices,which doesn't conform to legal rules but in fact exists.There are a large number of disputes caused by this investment form in the form of limited liability company.The appearance of dormant capital subscription results in the following problems:1.the appearance of the behavior of capital subscription imposes some challenges on the existing theories of corporate law;2.some flaws are exposed in the laws and regulations on the disputes of dormant capital subscription in our country at present,including judicial vacancies and issues that present regulations has problems such as logic contradictions and confusing expression;3.the two parties of the agreement on dormant capital subscription can easily have some disputes on the nature of dormant capital;4.some debates are easily caused about the equity ownership in the disputes of dormant capital subscription.Based on the analyses of the law case about Mr.Huang and Mr.Wang's disputes on the dormant capital subscription,the thesis gives some pieces of advice to regulate the preceding problems:1.to clarify the nature of the dormant subscribed capital via fully analyzing the differences between loan and investment;2.to approve the amended theory of form in the aspect of the theories on dormant capital subscription by analyzing three theories;3.to specify the concept of dormant capital subscription in law in order to perfect the regulations of dormant capital subscription;to affirm the shareholder of dormant capital subscription with the standard of the form theory in addition to the exceptions;to specify that when the different documentations are in conflict,the form theory is in the first place to certify.