Research On The Qualification Of Anonymous Shareholders And Related Legal Issues

Company as the system of socialist market economy with Chinese characteristics is an important part of,in the development of market economy is playing an increasingly important role,with the rapid development of economy in our country,in recent years,the actual investor to the actual investment companies pay,but in its identity certificate of the recorded the phenomenon more and more for others.In the main body of this kind of "dormant investment" in the academic circle is called"dormant shareholders”,although the academic circles for the definition of dormant shareholders inconclusive,but overall,dormant shareholders shall at least have the following several characteristics:one is mainly exist in the dormant shareholders co.,LTD.,second,it has completed the capital contribution,three is the publication has not been registered in the company registration files,four is famous with a generation of shareholding agreement between shareholders.These special certificates exist in all kinds of hidden shareholders under different standards.For the identification of the qualification of hidden shareholders,there are debates in the academic circles about the "form theory","substance theory" and"distinction theory".By consulting the relevant foreign literature,the author finds that this view has a certain consistency with that of other countries in the civil law system.In practice,our country for dormant shareholder qualification and deal with the relevant legal issues,rely mainly on the following several ways:first is the legal principles,through years of practice,our country has formed a "balance of interests","maintaining stability","autonomy","to protect the third person in good faith","appearance" and so on five big principles,these principles in our country at present the relevant legal rules imperfect background played an important supplementary role.Followed by the rule of law,which mainly includes the company law and the relevant provisions of the company law to explain three,in the company law,the current of dormant shareholders is not yet clear rules and regulations,and the company law to explain three due to its "judicial interpretations" itself,the nature of the problem of dormant shareholders,though there are rules and regulations,but not into the system,there are omissions,also need to be in the dormant shareholders "qualification","equity transfer",and improve the responsibility on the issue of "capital contribution".Finally,the trial guidance document,published in the national civil and commercial judicial work conference in 2019,further clarified the relevant standards for the qualification identification of the hidden shareholders,which played an important role in promoting the qualification identification of the hidden shareholders.However,as the guiding document of the national civil and commercial judicial work conference,the purpose of which is to provide ideas for relevant judicial practice,no detailed provisions have been made on the details of this issue.In view of the above difficulties,the author thinks that we can deal with them in the following ways:first,based on the current provisions,improve the relevant provisions of company law interpretation iii;The second is to combine with the trial practice to refine the understanding of "the national court civil and commercial trial work conference";Third,to go back to the source and improve the requirements and procedures of identifying entities of the qualification of anonymous shareholders;Fourth,broaden our vision and try to solve the problem of identifying the qualifications of hidden shareholders with the trust system in China.