Protection Of The Rights Of Unregistered Investors In The Limited Corporation

In this article, it uses the thing that Party A charges LLC and Party B withincreasing capital as a clue. According to the clue, it analyses the nature and effect of《Investment agreement》which is signed by unregistered investors and registeredshareholders；the legal basis for the determination of shareholders of the unregisteredinvestors；the determination that the unregistered investors’ decision which goes againstthe contents in 《Investment agreement》.There are three sections:The first section discusses the effect and determination of the nature of《Investment agreement》which is signed by unregistered investors and registeredshareholders. The most basic legal relationship of the anonymous investment disputes inthe LLC is the relationship between unregistered investors and registered shareholders.And the rights and obligations are embodied in the 《Investment agreement》 which issigned by the two parties. According to the principles “freedom of contract”, The《Investment agreement》 should be protected by the law if the expression of the twoparties is true,and there is no legal situation which is invalid in the contract. Theagreement just embodies the relationship of obligatory right, so the unregistered investorsare not the shareholders in reference to corporation laws, but they still enjoy the rights inreference to contract laws.The second section relates to the determination standards of shareholders of theunregistered investors in the LLC. In order to know if the unregistered investors has theshareholders status, there are3standards: First:“Essence”, the investors who want to bethe shareholders and carry out the obligation of capital contribution are the shareholdersof company. Second:“Form”, that is to deny shareholder qualifications according tosome public information, for example: the articles of association of the company,industry and commerce registration, the record of shareholders. Third:“Compromise”, asfor the shareholder qualifications, it can’t be treated as the same but it should be dealtwith from two aspects (inside and outside). The writer sticks to the opinion of “form” andholds the idea that the shareholders of company must be recorded in the articles of association of the company and the record of shareholders. which is all on the basis of theappearance principle of commercial laws.The third section reveals the effect determination that the registeredshareholders’ decision of the shareholders meeting which go against the 《Investmentagreement》. The contents of the contract is only a binding to both parties.Theregistered shareholders must bear the liability for breach of contract if they don’t obeythe rules with unregistered investors. Unless there are some defects in the procedures andcontents of company shareholders meeting, the unregistered investors can’t go against thecivil behavior which is in the fulfillment of the duty belongs to registered shareholdersaccording to the contents in 《Investment agreement》.