Research On Legal Qualification Of Dormant Shareholders

The phenomenon of hidden capital investment has a long history and is full of vitality.Although the discussion on hidden capital investment has never stopped,it has not died out because of its disadvantages,but has been developing and changing all the way to the present,and exists in all kinds of companies.The law of our country is not enough to regulate the behavior of hidden capital investment,which leads to the risk not only to the development of the company and the order of market transaction,but also to damage the legitimate rights of the parties involved in hidden contribution,and destroy the public belief in the law.After analyzing the disputes related to hidden capital investment,it is found that the fundamental problem lies in the failure to identify the legal qualifications of dormant shareholders,and the fuzziness of subject qualifications leads to the failure to identify the legal qualifications of hidden shareholders.The different applicable basis for resolving such disputes will eventually result in the inconsistency of the results.The academic and practical circles have not formed a unified opinion on the identification of the legal qualification of the invisible shareholders,whether it is the legal qualification standard before it became a shareholder or the shareholder qualification standard after the success of the significant shareholders.The determination of the legal qualifications of dormant shareholders already has a sufficient social foundation,and it is of great significance to solve this problem to reduce the disputes of hidden capital contribution.The provisions of the Supreme people's Court on the Application of certain issues in the Company Law of the people's Republic ofChina(III)has the stipulation of some conditions to turn dormant shareholders of a limited liability company into shareholders,they can also be protected by granting dormant shareholders the qualification to entrust agents or equity trusts.For each kind of legal qualification,it is supported by different scholars' viewpoints and legal system,and there are also drawbacks which make it impossible to balance the interests of the parties involved in unnamed investment.After analyzing the advantages and disadvantages of all kinds of applicable legal systems and combining with the cases in judicial practice,it is found that the relationship of unnamed investment can based on the principal-agent system of our country.After adjusting principal-agent system specific provisions according to the characteristics of company law,the main interests of all parties can be maximized.If the dormant shareholder still has the intention to change to the shareholder of the company,take "eclecticism" as the criterion of shareholder qualification can take into account the principle of autonomy of private law and the appearance of commercial law.To identify the legal qualification standard of dormant shareholders is to clarify the rights,obligations and legal responsibilities of the parties involved in anonymous capital contributions,which will help to reduce such disputes,give play to the advantages of anonymous capital contributions,establish the image of judicial justice and maintain normal market order.