| With the deepening degree of company commercialization,investment types are becoming more and more diversified,it is not uncommon for investors to sign a nominee shareholding agreement with others to make an anonymous investment.In the anonymous capital contribution,the actual investor is called the dormant shareholder,and the person who records the appearance of the disputed equity is called the nominee shareholder,that separation of names and real shares has caused a large number of practical disputes.A typical case model is: when the nominee shareholder’s creditor requests the court to enforce the property under the nominee shareholder’s name due to a dispute over the equity or debt transaction with the nominee shareholder,can the dormant shareholder claim to exclude the nominee shareholder’s external creditor’s enforcement request as the "true owner of the disputed equity" ?Regrettably,Chinese judicial practice on this issue is in the dilemma of a single adjudication model and inconsistent judgment standards.On the one hand,this embarrassing situation stems from the vacancy of relevant laws and regulations.Although the current laws and judicial interpretations have made some responses to the issue of anonymous investment,they only provide preliminary answers to the legal effect and nominee shareholding agreement of limited liability companies investment income’s attribution and how to deal with the disposal of dormant equity by nominal shareholders,etc.,they have not further resolved specific issues such as the determination of shareholder identity and whether dormant shareholders can exclude external creditors of nominal shareholders for enforcement requests;on the other hand,it also lies in the fact that this issue involves conflicts of interest between dormant shareholders and external creditors,and involves the value balance between justice and efficiency.Real-life cases are complicated.Without the guidance of clear rules,judges are easily influenced by their own experience,and there are conflicts of views and antagonisms between them.In addition,unlike the joint-stock property of a joint stock limited company,shareholder disputes only involve property interests,and has little impact on others.A limited liability company has both personal attributes,shareholders jointly establish a limited liability company based on trust and capital,and the identification of shareholder identity has a greater impact on the parties involved,the company and other shareholders.Therefore,shareholder identity disputes in limited liability companies should be treated with caution.To sum up,in order to solve the difficulties and pain points in judicial practice of dormant shareholders’ enforcement objections in limited liability companies,this thesis will start from the origin of dormant shareholders’ enforcement objections,sort out and analyze the relevant theories of dormant shareholders,and lay the foundation for the research of the article;after that,it lists typical cases of dormant shareholders’ enforcement objection in the case of nominee shareholding,to discuss the controversial issues;finally,through the combination of theory and practice,the paper try to provide some ideas for the unification of dormant shareholders’ enforcement objection judicial judgment. |
