Study On Legal Issues Of Actual Investors

The actual investor has injected vitality into the development of the limited liability company.Through the implicit investment of the company’s capital,the actual investor has provided financial security for the company’s operation and formed a flexible management mode.The actual investor has obtained the corresponding equity income through the purchase of shares by its nominal shareholders.But in the current complex and changeable market trading activities,the actual investors and the legal problems arising from the nominal shareholders are common.For a long time,China’s relevant laws have not clearly defined the legal problems of actual investors,and it was not until the judicial interpretation of company law iii that the term actual investors was explained,but it also failed to elaborate its legal problems.At the same time,in the current judicial cases,the legal disputes related to the actual investor are generally concentrated in the identification dispute of the actual investor’s shareholder identity,the implicit shareholder nominalization dispute and the identification of legal liability.How to solve the interest disputes between the actual investor and the nominal shareholder,the company and the third party in good faith,ensure the consistency of our country’s court trials,and promote the orderly development of our country’s economy,is the focus of the current legal issues of the actual investor,but also the difficulty.Through the comparative analysis of the institutional provisions of the actual investors in common law countries and civil law countries,it can be seen that the identification of the shareholder qualification of the actual investors is not a single standard,but a standard that takes into account the investment behavior and registration requirements.It can be used for reference in China,that is,China can adopt the "conditional form theory" to determine the actual investor shareholder qualification.After the qualification of the actual contributor,the requirement of nominalization of the shareholder’s name brings a series of legal problems.However,there are still legal disputes on the specific provisions of these elements in relevant laws.We must determine the identification of substantive elements and procedural elements according to the actual situation.The real embodiment of actual investor’s rights is realized through the confirmation of legal status.By analyzing the legal relationship between the actual investor and the nominal shareholder,the legal relationship between the company and the third party,the legal responsibility of the actual investor is clearly outlined.Then it has clear legal basis when dealing with various legal disputes of actual investors.According to our country’s current legal rules and legal interpretation,improve the actual investor advice on legal problems include: first,to the actual investor shareholders qualification to respect the autonomy of parties,protect the interests of a third person in good faith,ensuring the safety of transaction order for the principle,perfect the actual investor identification system.Second,the improvement of the named path of actual investors should supplement the legislation of article 25 of interpretation of company law iii,distinguish and recognize actual investors with different time of contribution,and make clear that the behavior of original nominal shareholders after the actual investors are named can be traced back.Third,to perfect the legal liability of the actual investor,on the one hand,we should perfect the third party dispute system in good faith,on the other hand,we should establish the application of the denial of legal personality system.