| Driven by the interests of the new normal economy,real economic life appeared in a variety of investment mode.Wherein,in the diverse market economy,the situation is dormant investment has become increasingly common.In recent years,due to qualification dormant shareholders and caused all kinds of disputes more and more,and the case has become increasingly complex.Dormant investment can be understood as the actual investor in order to circumvent the law and regulations or to conceal an act of property,in the establishment of the company to fulfill their actual contribution obligation,due to the presence of such obligations become actual investors.Corporate Law and is hidden shareholders corresponding to significant shareholders,hidden shareholders and significant shareholders will by signing the agreement,the content of the agreement is generally financed by the company to shareholders and dormant enjoy shareholders' equity.If the agreement does not violate the mandatory provisions of laws and regulations between the hidden shareholders with significant shareholders will be binding.How to define the legal status of shareholder eligibility and hidden shareholders,it is very urgent problems related to market balance and economic stability of interests disputes.Concept of dormant shareholders of different scholars have different interpretations of the concept of hidden shareholders made different definitions.Comprehensive variety of perspectives,hidden shareholders refers to the establishment of the company to borrow the name of others or to others in the name of investment,but the company's register of shareholders,articles of incorporation and business registration book was described by others.Implicit shareholders include three features: first,hidden shareholders by written or oral agreements entrust others instead of their own shareholding person.Second,although the actual hidden shareholder contribution,but in the company's articles of association,register of shareholders and business registration and no record of his name.Third,the dormant shareholders do not have shareholders although external form features,but the company has invested and the actual enjoyment of the rights of shareholders of the investor.Hidden reasons why shareholders dormant investment,mainly for two reasons: to avoid legal acts or acts to circumvent the law.Our company legislation and judicial practice,although the protection of dormant rights of shareholders involved,but there is clearly insufficient."Law interpretation(c)" in the relevant provisions of the dormant shareholders,adhere to the principle of "double standards,differentiated",disputes between the interests of shareholders and dormant significant shareholders of the company belong to internal disputes in according to the principle of autonomy means to resolve when handling internal disputes.But "interpretation of the three" is still there are some problems,there is no hidden shareholders propose specific concept,nor the qualifications dormant shareholders to make identification,did not give the legal consequences between the third party and the hidden shareholders who bears the regulations.Inadequate protection of dormant rights of shareholders,the following areas should improve the dormant rights of shareholders of the Company for the protection of legislation and judicial practice: First,improving the protection of shareholder rights dormant mode,mainly from two aspects of the agency system and to discuss the trust system how to protect the rights of protection of dormant shareholders;second is to improve the dormant shareholder qualification,mainly through the establishment of a sound legal system to determine the specific eligibility actual shareholders to exercise their rights dormant shareholders when the provisions of hidden shareholders equity transfer effect to make clearly defined,from the three aspects to improve the qualification system. |
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