Legal Protection For The Exercise Of The Right To Know By Anonymous Shareholders Of A Limited Liability Company

With the development of country's economy and the continuous improvement of residents' living standards,investment methods in the economic field are diversified.As a new form of investment,anonymous investment has gradually become universal in the field of economic investment in our country.The “Company Law”has not made relevant provisions in this field.And the "Regulations on Several Issues Concerning the Application of he Company Law of the People's Republic of China(III)" for the first time demonstrated the legality of anonymous investment,but it is only a mere taste and cannot solve the disputes related to anonymous shareholders in judicial practice.The right to know is the basis and prerequisite for shareholders to exercise other rights.Registered shareholders are the main body in China's laws to make provisions on shareholders' right to know,which is not clear about the exercise of the right to know of the anonymous shareholders,and can not effectively solve the problem of the right to know of the anonymous shareholders in judicial practice.Due to the lack of legislation on the right to know of the anonymous shareholders,there is a lack of unified guidance for the disputes of the anonymous shareholder's right to know in judicial practice,and the phenomenon of different judgments in the same case emerges endlessly.It not only damages judicial justice and authority,but also has a serious impact on economic transactions.Therefore,this paper focuses on the protection of the exercise of the right to know by the anonymous shareholders of the limited liability companies in China,aiming at safeguarding the legitimate rights and interests of the anonymous shareholders,ensuring the orderly business activities,and exploring a feasible way for the legal protection of the exercise of the right to know by the anonymous shareholders.The author has collected and sorted out the cases of disputes over the right to know of hidden shareholders in judicial practice since 2008.Based on these 197 cases of anonymous shareholders' right to know,this article concluded that the courts at all levels in our country have two completely opposite views on whether anonymous shareholders can directly enjoy the right to know in current judicial practice:supporting the anonymous shareholders directly exercise the right to know and dormant shareholders cannot directly exercise the right to know.The qualification standard for anonymous shareholders is the prerequisite for whether anonymous shareholders can directly exercise their right to know.At present,there are three theories about the qualification standards of shareholders in China:the theory of form,the theory of substance and the theory of compromise.Through the analysis of these three theories and the application of cases in judicial practice,the author is more inclined to compromise,that is,to determine the qualifications of anonymous shareholders in accordance with the distinction between internal and external.The shareholders' right to know is an internal dispute within the company,and generally does not harm the interests of third parties.When a third party is not involved,at this time it is only the legal relationship between the anonymous shareholder,the registered shareholder and the company.Whether the anonymous shareholder is the company shareholder or the nominal shareholder is the company shareholder depends on the approval of the company and other shareholders.In addition,the discussion on the legal nature of the anonymous investment agreement is also particularly important for the protection of anonymous shareholders' right to know.The author uses the indirect agency system as an entry point to analyze the legal relationship between the anonymous shareholders and the registered shareholders,and demonstrates the legitimacy and rationality of the indirect agency system for the protection of the anonymous shareholders' right to know.When it comes to the protection of the right to know of the anonymous shareholders,we should put forward perfect suggestions on legislative and judicial.In terms of legislation,it clearly stipulates the way in which anonymous shareholders can exercise their right to know,stipulates the content of their right to know,and imposes necessary restrictions on the exercise of their right to know.To realize the effective protection of the right to know of the anonymous shareholders,we need to take several measures at the same time.In addition to perfecting the legislation,we also need to solve the difficulties in judicial practice by revising and formulating judicial interpretations.In the judicial level,the compromise theory is taken as the standard for the qualification identification of anonymous shareholders.And the protection of the right of access of anonymous shareholders is improved by including accounting vouchers into the protection scope of access right and designating access agents.In the indirect agency mode,we should seek the path of entitlement procedure of the anonymous shareholders,so as to effectively protect the rights and interests of the anonymous shareholders.