Research On The Legal Relationship Of Hidden Capital Contribution

Anonymous investment is a hot issue in corporate law practice.In 2011,the Supreme People's Court issued the "Company Law Interpretation(3)",and Article 24-26 regulated the issue of hidden investment.However,the "Company Law Interpretation(3)" has failed to resolve the nature and overall structure of the anonymous investment problem,which has caused many disputes over the ownership of the equity and internal and external relations.What is even more controversial is that the three articles cannot be self-sufficient,mainly reflected in articles 24 and 25.This conflict makes the internal and external relations of anonymous contributions inconsistent in theory.The theory-to-article,article-to-article approach to the issue of anonymous funding needs to be clarified.In practice,due to the introduction of the "Company Law Interpretation(3)",the structure of anonymous investment has not been clarified,the judicial judgment cannot be unified,and anonymous investment still poses uncertain risks to investors,which hinders the diversification of investment channels.In addition,the theory and practice of the dispute over the effectiveness of unauthorized disposition of equity by unrecognized shareholders are still open for discussion.This article starts from the concept and typification of anonymous investment,and clarifies the scope of anonymous investment discussed in this article according to the different types of anonymous investment.The second part mainly discusses the legal relationship between the actual investor and the nominal shareholders.After analyzing the main points of view in the academic circles: the theory of anonymous agency,the theory of anonymous partnership,and the theory of trust,an attempt is made to construct a trust system for the legal relationship between the two.Clarify the rights and obligations of actual investors and nominal shareholders under the trust structure.The third part discusses the legal relationship between the anonymous investment and the company's internal.Based on the analysis of the essence theory,the form theory,and the difference theory,the form theory is adopted,that is,the nominal shareholders have the qualifications of shareholders,and the actual investors are named path.The last part starts with the legal relationship between anonymous funding and external stakeholders,and discusses the protection of the third party ' s commercial transaction security.