| China is in the new period of reform and develop, while faced with the dual task of economic restructuring and system reforming. New social phenomenon and legal issues continue to generate, testing the lag of law and wisdom of legal practitioners. New situations and new contradictions continue to highlight, so we need to update the law and the legal system in time to correct and guide social economic life. The anonymous investment in Limited Liability Company has been existed for many years and increasingly widespread in recent years, it causes for concern lately. The anonymous investment in Limited Liability Company collides with the cooperation of shareholders in the company and with registration principle of publicity out of the company. For multi-purpose of circumvent the law, it is liable to cause conflicts in practice. As a typical "prior practice, theory after" issue, it is relatively lack of provisions in Company Law and related laws. The edit of Company Law and the release of latest judicial interpretation and the establishing of trust mechanism have been just for a few years. There is no uniform understanding on anonymous investment in our jurisprudence. In judicial practice, many anonymous investment problems are simply equated with confirming the identity of the shareholders of anonymous contributors, and many judgments are very different in judicial practice. Under normal circumstances, the related parties in anonymous investment are more likely to select Proxy Mode, Partnership Model or Trust Mode to conduct contractual arrangements, so this article intends to analyze the advantages and disadvantages of these three methods one by one. Proxy Mode has paradox, Partnership Model has its limitations, Trust Mode which can achieve the convergence of anonymous contribution and the Company Law more effectively has its advantages by comparison. The features of Trust can make it break through the limitation of privity of contract, resolve the conflict with the Company Law in maximum extent, and integrated using of Trust Law, Contract Law and Company Law mechanism to resolve the disputes of anonymous investment. The building of Constructive Trust can help resolve the legal issues of anonymous investment properly, prevent and restrict the circumvention of the law, maintain the company capital system and the interests of the parties, balance Private Autonomy and trade order. At last, this article will clarify the internal and external legal relationship of trust-based anonymous investment firstly, proposing appropriate legal rules within the framework of Trust, transforming legal relationship of anonymous investment by Equity Trust, and setting up commercial trust companies. |
