| Anonymous investment has been prevalent in limited liability companys'investment activities. Since the Provisions of the Supreme People's Court on Several Issues concerning the Application of the Company Law of the People's Republic of China (III) has put a more systematic regulation on the issues, the author intend to reconstruct the relationships of dormant investment from the civil theory's perspective as well as on the premise of judicial interpretation, at last testify and implement the correspondence between the provision and theories.The first chapter gives an introduction of anonymous investment, including the vitality and adaptability of it with the development of social economy's history, the main types of it in Ltd., the definition and the causes of its merging. The next section introduces the general theories and take a comparision among the foreign laws on this issue.The second chapter mainly discusses the attitudes of the Chinese corporation law and the different interpretations from the supreme courts to local superior courts, then generalize the relationships of anonymous investment on the basis of disputed focuses , which presented from the judicial cases.The third chapter emphasizes on discussing the judicial basis of shareholder's qualification and interest ownerships from the principle for autonomy of private law, as well as the nature and validity of the anonymous agreement from the theory of contract interpretation. This dissertation holds the opinion of essentism after analyzing the effect of formal characteristics(such as the articals ,shareholder-record of company business and registration) and the capital subscription, takes the contribution as the crucial element of qualification and ownerships. This part also regards delegation rules should be applied to the internal relation, and reidentifies the validity of the illegal dormant investment deals according to the contract's provisions.The last chapter proposes the proxy patterns and trust form. The anonymous investment not only regulates the relations between dormant partner and registered shareholder, but also concerns the interests of company and third parties. The first part argues about the agency rules of Anglo-American legal system and civil law system, advocates making a direct set of legal relationship between the dormant investor and the third parites by unidentified or undisclosed agency rules. In the trust patern, we can make a balanced situation of the interests of various parties on the basis of isolated and independent trust property, establishing the structure of"beneficial rights—management power—public trust"among the anonymous investor, registered trustee and the third parties. |
