Trust Law System For Implicitly Investing In Legal Relationships

Equity holding is a common investment method in practice.The actual funder generally invests in hidden names for various reasons,which make the internal and external relationships of complex companies more uncertain.China's current law lacks systematic and clear legal provisions on the issue of anonymous investment,Causing contradictions in different case judgments,resulting in the actual need to explore the legal issues of anonymous investment.From an economic point of view,although many anonymous investments are for the purpose of circumventing laws and policies,the anonymous investment also provides a lot of money for the company.This phenomenon is widespread in limited liability companies,stock limited companies and foreign-invested companies,which is good for the development of the market economy and the prosperity of the business,the significance of anonymous investment cannot be ignored.The pre-problem problem involved in the legal issue of anonymous investment is the issue of the determination of shareholder qualification,which is related to the exercise and protect of subsequent shareholder rights.From the analysis of the current laws and judicial interpretations in China,the issue is to identify the nominal shareholders as shareholders of the company.Such recognition is in line with an important principle of the civil law system,namely the principle of commercial appearanceism.Special circumstances need to be considered on the basis of adhering to the principle of appearanceism,in general,the nominal shareholder recorded in the industrial and commercial registration,shareholder register,and company charter as a formal representation is consistent.However,assuming that the three documents are inconsistent,the register of shareholders should be given priority as the basis for determining the qualifications of shareholders.The shareholder register best reflects the agreement between the investor and the company,it is the company's recognition of the shareholder qualification,compared with business registration and companycharter,it is more comprehensive and timely,more prominent meaning autonomy,which has increased business efficiency.In addition to the issue of the identification of shareholder qualifications,the most basic legal question about anonymous investment is the legal theory that should be adopted to regulate the issue of anonymous investment.In countries with developed trust systems such as the United Kingdom and the United States,there are few legal disputes about anonymous investment,mainly because they rely on developed trust legal systems to regulate the problem of anonymous investment.China can also learn from the ideas of the British and American family trusts to regulate the problem of anonymous investment.It is necessary to distinguish between two different situations.One is that the party chooses to use the trust to make anonymous investment.This phenomenon can be done only in accordance with the relevant provisions of the trust.The other is to choose a non-trust model,such as a partnership agreement,agency agreement or other unnamed contract.In this case,although the autonomy of the right is respected,it may conflict with the mandatory provisions of the company law system.Therefore,it is possible to introduce a returning trust or a proposed trust,and formulate it into a trust mode according to the terms and conditions of the contract's anonymous investment.The model of equity trust largely solves many legal problems such as the identification of legal relationships arising from anonymous investment and the protection of interests of third parties outside the company.As far as the construction of the equity trust system is concerned,it mainly relies on the provisions of the existing trust legal system,and of course the trust needs to be extended to the civil trust field.For the validity of the equity trust contract,especially the effectiveness of the equity trust contract signed by the civil servant,it is necessary to distinguish between the provisions of management and the validity of the regulations.The contract is valid because it is a management requirement for civil servants to prohibit the use of for-profit regulations.In the construction of the equity trust system,the registration system is an important system.Because the registration is related to the protection of the rights and interests of third parties,the special property registration effectiveness of the current law in China will damage the interests of the principal and make the large unregistered trust.Invalidation is not conducive to the development ofthe entire trust industry.Regarding the issue of equity ownership after the termination of the equity trust,the actual investor cannot directly become a shareholder of the company.The nominal shareholder is required to proceed in accordance with the procedures for the transfer of equity.