Study On The Rights And Obligations Of Dormant Shareholders In Limited Liability Companies

Since the implementation of Judicial Interpretation III of the Company Law in 2011,the number of disputes involving anonymous shareholders has been increasing year by year,and the types of disputes are becoming more and more diverse.In addition to the most common confirmation of anonymous shareholders' qualifications,there are also a large number of disputes concerning anonymous shareholders' requests for exercising their rights and other parties' requests for anonymous shareholders to perform their obligations.However,judicial adjudication is not satisfactory,and the resolution of disputes about the rights and obligations of anonymous shareholders often adopts completely different adjudication standards,which brings troubles to judicial practice.On the basis of comprehensive analysis of the requirements for identifying the qualifications of anonymous shareholders,this paper focuses on whether anonymous shareholders have the right to directly claim to the company to exercise their rights without obtaining the qualifications of shareholders and whether they should fulfil their corresponding obligations.Combining with the rights and obligations of shareholders in limited liability companies,this paper analyses the deficiencies of current legislation,and through case comparison and literature analysis,aims at frequent rectification.Various disputes,such as the right to know,the right to dividend,the transfer of equity and the obligation to invest,are studied.Under the premise of the human compatibility of limited liability companies and the protection of the interests of third parties,the unqualified anonymous shareholders are restricted to some shareholders,and their basic obligations are stipulated to improve the rights and meanings of anonymous shareholders in China's limited liability companies.The law of affairs makes the judicial practice not only stay at the stage of confirming the status of anonymous shareholders,but also distribute the rights and obligations of anonymous shareholders more scientifically and rationally,so as to guide the investment of proxy shareholders more effectively.