Research On The Legal Issues Of Anonymous Investment In Limited Liability Company

From the earlier Commanda Contract to dormant partnership,up to the anonymous investment in the sense of the company law,they are the products of the economic development under the specific historical conditions,and they are also produced to avoid the legal restrictions or some business risks of the society at that time.At the same time,they also played a certain role in promoting the social and economic development at that time.However,we should not only see the positive role of Commanda Contract,dormant partnership and anonymous investment in promoting social and economic development,but also pay more attention to their impact on the social rule of law system and their negative impact on economic and social development.China’s commercial legislation started relatively late,and the legislation related to anonymous investment needs to be improved.Therefore,to increase the depth and breadth of the research on the issue of anonymous investment,to explore the advantages and disadvantages of anonymous investment to the development of social economy,and to promote the relevant legislation,can guarantee the healthy development of our market economy and the long-term stability.In addition to the introduction and conclusion,the main body of this article is divided into four chapters.The first chapter is an overview of the historical origin and basic theory of anonymous investment.Starting from tracing the source of anonymous investment,this paper defines the relevant concepts of anonymous investment,anonymous investor and nominal investor,analyzes the five basic characteristics of anonymous investment,classifies anonymous investment from four different angles,and then briefly reviews the three mainstream theories of anonymous investment shareholder qualification,Finally,it summarizes and analyzes the causes of anonymous investment.The second chapter is the current legal norms and comparative analysis of anonymous investment.First of all,it sorts out the current laws and norms related to anonymous investment in our country,and analyze its academic theory.Secondly,it sorts out and analyzes the current relevant laws,norms and practices of foreign anonymous investment.Finally,it compares the current laws and norms of anonymous investment at home and abroad,and then analyzes what can be used for reference in the legislation of anonymous investment in our country.The third chapter is the judicial practice of anonymous investment disputes and solutions.Combined with the actual cases in China,this paper analyzes the disputes about the qualification confirmation of the anonymous investment shareholder,the explicit naming of the anonymous investor,the disputes about the protection of the rights and interests of the anonymous investor and the third party and their solutions.The fourth chapter is the discussion and suggestion of perfecting the legislation of anonymous investment.This paper discusses the necessity and feasibility of perfecting the legislation of anonymous investment.And put forward the suggestion of perfecting the legislation of anonymous investment from three aspects,First,from the aspect of defining the identification standard of shareholders’ qualifications,it is suggested to introduce the “formal exception theory” as the unified standard for confirming shareholders’ qualifications,and at the same time,specify the implementation subject and legal responsibility of the shareholders’ register.The second is to consider from the aspect of clarifying the path of anonymous investors’ publicity.It is suggested to first determine the basic judgment standard of anonymous investors’ publicity.According to the“formal exception theory”,we should distinguish the specific situation of fully anonymous contributions from the different situations of incomplete anonymous contributions,and then refine and improve the path of anonymous investors’ publicity.Third,considering the principle of defining the protection of the interests of anonymous investors and third parties,according to the “formal exception theory”,the shareholders’ register is clearly defined as the basis of the appearance of equity rights,and the company and other shareholders are explicitly required to perform the corresponding information disclosure obligations,assume the responsibility for guaranteeing the defects of the transferred shareholders,and improve the system of bona fide acquisition of equity,So as to establish the principle of giving priority to protecting the interests of bona fide third parties in the disputes between anonymous investors and third parties.