Research On The Legal Issues Of Dormant Shareholders

The generalization of the phenomenon of dormant investment makes the legal problems of dormant shareholders become a hot topic in the legal circle of our country for a time.The development of China's Company Law started late,and the relevant laws and regulations are not perfect.Until 2011,the Supreme People's Court promulgated the "Interpretation of the Supreme People's Court on Several Issues Concerning the Application of the Company Law(hereinafter referred to as "Company Law Interpretation III"),the regulations on some details are still vague and even the logic before and after is slightly confusing,and the provisions on the confirmation of the identity of the anonymous shareholders are still blank.The definition of the anonymous shareholder is used in the article with the concept of “actual investor”.It only shows some features and cannot explain the problem well.In the judicial practice,both the Supreme Court and the local courts have different standards for handling the cases of anonymous shareholders.The actual problems of the anonymous shareholders have not been resolved.Therefore,how to improve the legal disputes caused by anonymous investment and balance the hidden names the interests of shareholders,nominal shareholders,companies and third parties outside the company are particularly important.This paper starts with the case of the anonymous shareholders,and through the problems mapped by the three typical cases,leads to the controversial focus of the anonymous shareholders in practice,and concentrates in three aspects: the identification criteria of the anonymous shareholders and the anonymous shareholders,the conditions for the requirements,as well as the handling of legal disputes between the anonymous shareholders and third parties.Secondly,it expounds the basic concepts of the anonymous shareholders and the analysis of similar concepts.The legal and academic circles identify the hidden shareholders' qualifications and their advantages and disadvantages.The academic circles on the identification of anonymous shareholders have formal standards and essence.The requirements are different,and three different discourses are distinguished.Finding the most suitable criteria for identifying anonymous shareholders can better solve related legal problems.After having a basic understanding of the concept of dormant shareholders,this paper discusses the legal disputes between dormant shareholders and the relevant subjects,including the nature and effect of the investment agreement between dormant shareholdersand nominal shareholders,the problems in the process of the dormant shareholders becoming visible,and the effectiveness of the transfer of equity rights to the third party outside the company,involving the judgment of the third party in good faith.Finally,in view of the problems discussed in the previous article,combined with the judgment of the court,the author puts forward some suggestions for the rationalization of the legal issues of the anonymous shareholders.If necessary,we can introduce the experience of foreign trust systems and regulate the hidden investment behavior by improving relevant laws and regulations.