Research On The Right To Know Of The Dormant Shareholders Of A Limited Liability Company

With the increasingly active investment market,anonymous investment behavior frequently occurs.In the real economic field,the phenomenon of anonymous shareholders as the main investors is not uncommon at the beginning of the establishment of the company,and anonymous shareholders have a great impact on the limited liability company.However,the current legislation on the issue of anonymous shareholders has not made clear,judicial interpretation is only two clause,we cannot standardize and improve the dispute caused by anonymous shareholders.Moreover,the legal circles have not reached a consensus on whether the anonymous shareholder is a company shareholder,let alone whether or not the anonymous shareholder can enjoy the right to know.The first case rejects the right to know of anonymous shareholders,and the second case supports the right to know of anonymous shareholders.Then it raises questions:according to the relevant contents of the Company Law revised in 2013 and the Provisions of the Supreme People's Court on the Application of Several Issues of the Company Law of the People's Republic of China(3),we still can't find the conclusion directly in the articles of the law,and the judicial decisions are confused,which leads to the exploration.The second chapter is the view that anonymous shareholders are shareholders and should have the right to know.Then,it demonstrates the reasons why anonymous shareholders enjoy the right to know from the three perspectives of shareholder identity,objective purpose and legal relationship.The third chapter analyses the ways in which anonymous shareholders exercise their right to know:firstly,they exercise their right to know through the anonymous shareholders according to the proxy agreement;secondly,they exercise their right after the anonymous shareholders become famous;and thirdly,they exercise their right directly.Among them,it focuses on the special way of direct exercise of anonymous shareholders.Firstly,the reasons why anonymous shareholders need to exercise their right to know directly are discussed from the perspectives of pursuing substantive justice,information interests and protecting the weak position of anonymous shareholders.Secondly,the fundamental obstacle for anonymous shareholders to exercise their right to know directly lies in the joint nature of limited liability companies.Generally speaking,anonymous shareholders can not be exercised directly,because it will have an impact on human integration.Therefore,not all anonymous shareholders can directly exercise the right to know.Thirdly,anonymous shareholders under the company's knowledge can directly exercise the right to know,because the company's knowledge does not actually affect the human compatibility,so there is no obstacle to human compatibility,nor does it affect the identification of anonymous shareholders in form.The fouth chapter studies the preconditions and conditions for anonymous shareholders to exercise their right to know directly to the company.Informed company is the premise for anonymous shareholders to exercise their right to know directly.At the same time,we need to have the following conditions:firstly,anonymous shareholders have proof of investment;secondly,anonymous shareholders and prominent shareholders have legal and effective proxy agreements;thirdly,when the company fails to fulfill the obligation of the right to know,prominent shareholders fulfill the obligation of disclosure;fourthly,there is no situation that the company explicitly opposes the involvement of anonymous shareholders.