On The Qualification Of Nominal Contributors Of Limited Liability Company

In recent years, as China’s economic development, economic security measures are perfect, so the scale of investment and investment is also rising year after year, but as a result of all sorts of disputes caused by investment contract also significantly increased, including implicit sponsor the qualification cognizance of the shareholders is a dispute in the judicial practice. Provisions of Supreme People’s Court Issues Concerning the Application of the "Company Law of the People’s Republic of China" provides the rules for judges when they make decisions on actual investment disputes. But this provision cannot solve the problems about the recognizance of the actual investors. Also in the theoretical circle, there exists essence, form and compromise that point of view, has not yet to the actual investor shareholders qualification standards come to an agreement. In addition, the lack of specialized research and systematic analysis about this problem, the existing views exist wide differences and lack of realistic guiding significance.This paper mainly through the vast majority of cases in judicial practice, to analyze and summarize court judge, the court in the name of that deep insight into the problems existing in the shareholder qualification of investors, aiming at these problems, puts forward his own Suggestions, which helps to solve this dispute over the investment. This article is divided into five chapters:Chapter 1 is the introduction part of this article, mainly introducesing the research background, research significance and research status at home and abroad.Chapter 2 analyses the two different cases to introduce about the problems in the judicial practice there are different understanding, thus in this paper, we study the problem of derivation.Chapter 3 analyses the legislation and judicature of our country. Although our law has not make rule on the recognizance of the actual investor’s in Limited Liability Company, Provisions of Supreme People’s Court Issues Concerning the Application of the"Company Law of the People’s Republic of China" issues some provisions of this dispute. In fact, different judges have a different understanding of it. So, different judges are likely to make different decisions on the same cases.Chapter 4 is silent investor theory to review the qualification cognizance of the shareholders. Abroad about the silent investor shareholders qualification standards mainly have the substance and the form of two kinds, practical said that actual investment is that shareholders qualification standards, but said that public registration form is that shareholders qualification standards. Mainly divided into actual investment in China is determined on the basis of the nature of the said, in the form of foreign publicity material as the basis and advocated the compromise of three. And in the final analysis of different theories.Chapter 5 is silent to perfect the qualification cognizance of the shareholders. According to the problems in the judicial practice, to analyze this sponsor the qualification cognizance of the shareholders shall comply with the principles of what, must have what important document, and combining with the above case analysis, and this conclusion:1. silent between the investor and the nominal shareholder capital contribution of the legal and valid agreement;2. documented has actual investment;3. the actual exercise of rights or other shareholder approval.