On The Legal Status Of An Dormant Investor In A Limited Liability Company

With the development of the market economy,more and more capital investment methods have emerged.Among the many capital contribution methods,the anonymous investment has gradually become a common investment method because it can enjoy the benefits without exposing the true identity of the investors..Due to the blank of legislation on the issue of anonymous capital contribution in China's "Company Law" and the ambiguity and inaccuracy of the legislation in the Judicial Interpretation of the Company Law(3),it makes the anonymous investors in the academic circles and judicial practice.The issue of legal status has been controversial.Firstly,on the basis of clarifying the concept of anonymous investors,this paper analyzes the characteristics and causes of anonymous investment,and secondly pays attention to the domestic legislation and judicial practice,and clarifies the norms against the actual investors involved in the Company Law of China.The name contribution does not make much sense.Discuss the contradiction and irrationality of the provisions on the anonymous investment in the Judicial Interpretation of the Company Law(3).By thinking about a case involving a legal status dispute of a hidden investor,two questions are raised:What is the legal status of the anonymous investor?What is the legal relationship between the relevant subjects in the anonymous investment behavior?On the first question,we first clarify the principles that should be followed in determining the legal status of anonymous investors.Based on this,we analyze the three theories put forward by domestic scholars:substantive,formal,and compromised.There are advantages and disadvantages,and there is a deficiency in confirming the legal status of the anonymous investor.It is not possible to independently apply the opinion of any doctrine to determine the legal status of the anonymous investor.Due to the immaturity of domestic theories,the focus is placed outside the domain,and the criteria for the identification of the legal status of anonymous investors in the Anglo-American legal system and the civil law system are examined in order to draw on relevant experience.Through analysis,it is clear that most countries in the Anglo-American legal system and the civil law system follow the appellation-identified shareholder qualifications,and some countries in the Anglo-American legal system resolve the implicit investment dispute through the trust system.Considering that the essence of the legal status of the anonymous investor is to determine whether the anonymous investor is a shareholder of the company,starting from the study of the way in which the shareholder qualification is obtained,the prerequisite for obtaining the qualification of the shareholder is the establishment and survival of the company,not the capital contribution.Combined with the "Company Law" has both the characteristics of group law and private law and the value objectives of the group legal relationship stability,transaction security and efficiency pursued by the company law,and proposes to identify the shareholder qualifications with the "formal requirements as the principle and the essential requirements as the exception".standard.Due to the diversification of formal requirements,it is easy to appear contradictions and conflicts when applying the criteria for determining the qualification of shareholders.It is proposed to use the register of shareholders as the basis for judging when there is no other form of qualification to prove the registration or invalidity of the register of shareholders.According to the criteria for the recognition of shareholders and the applicable principles,it is generally not the company's shareholders to determine the legal status of the anonymous investor.Only after the anonymous investor has made a prominent claim and obtained an exception of more than half of the company's other shareholders' consent,after legal procedures,Can be identified as a company shareholder.On the second question,first of all,inspired by the Anglo-American legal system,analyzing and comparing the agency system and the partnership system,introducing a trust system between the anonymous investor and the nominal shareholder,analyzing the advantages of the trust system,and establishing a trust contract for the anonymous investment.Suggestions for optimization.Secondly,when the anonymous investor submits a request for fame,it may have a direct legal relationship with the company,and analyze the requirements of the current regulations to make the name of the anonymous investor more prominent,so that it can be more effective in judicial practice.Operational.Finally,analyze the legal relationship between the anonymous investor and the third party and the relationship between the nominal shareholder and the company.