| With the implementation of the national policy of the country’s reform and opening up, a large number of foreign industries and Taiwanese industries have been introduced into our country. As a result, more opportunities emerge with dormant investment becoming one of the popular investments, particularly in limited liability companies. Actual investors in dormant investment, instead of being listed in the register of shareholders or the articles of association,are most of the time registered in the name of nominee shareholders. Legal disputes arise along with this investment. The legal status of the actual investors is key to the stability of the market economy. However, China’s legal system is holding an evasive attitude towards the dormant investment issue and there are different standards regarding the dormant investment disputes. Therefore, the phenomenon of multiple results of one case will come into being. The newly published <People’s Republic of China Law> Several Issues(c)"(herein after referred to as the "Law interpretation of the three") sets clear explanation of the dormant investment. This is a huge break through as it will provide a good method to deal with the disputes arising from dormant investment. However, this explanation still has some flaws because of the lack of relevant theory and the answer to the status of the actual investors. As a result, further study is of great necessity.The first chapter is introduced by two cases to the Anonymous Investment disputes exist in reality,so it is necessary to discuss the actual investor’s concept, characteristics, classification and other issues.The second chapter is to describe Legal relations between nominee shareholders, the company and the third person to find the actual investors’ legal status.The third chapter mainly through situations and defects on theory, legislation and judicial practice to argue necessity of actual investors’ legal relations.The fourth chapter mainly through the introduction of the Anglo-American Agency System,so as to learn designed our anonymous investment regime.Through the study of agent system in Common Law we can find the undeniable agent system a good solution to this problem. So this article is to focus primarily on the study of practical issues, through the agent system in Common Law we can find a good value and ways of thinking to solve the problem of dormant investment. And China’s "Contract Law" provisions of Articles 402 and 403 are learning from the above system, which provide a theoretical basis and feasibility for the introduction of agent system in Common Law to address the issue of dormant investment. |
