Research On Legal Risks Of Nominal Holding Of Shares

China's “Company Law” stipulates that the shareholders of a limited liability company are recorded in the company's articles of incorporation and signed and sealed on the company's articles of association,indicating that they are willing to accept the company's articles of association.However,the fact that the actual investor and the nominal shareholder are inconsistent often occurs in the judicial practice,which brings great difficulties to the qualification of the shareholders.In modern economic activities,there are more and more phenomenon of holdings of limited liability companies,and their risks are becoming more and more serious.Attention should be paid to them and corresponding measures should be taken to prevent them.In judicial practice,the problem of anonymous investment is more often found in the structure of limited liability companies.The gaps in the legal regulations have caused the court to have difficulties in handling such cases.For example,what kind of legal relationship between the actual investor and the nominal shareholder? Whether it is a trust relationship or an agency relationship or a loan contract relationship;the issue of shareholder qualification under an anonymous investment;the issue of the effectiveness of an equity transfer contract;and whether third parties can acquire equity.In the Anglo-American legal system countries,since the equity trust system is relatively mature,it is possible to handle the disputes of shareholding representatives through the trust system.In the civil law countries,the trust system is relatively underdeveloped,and the behavior of shareholding is recognized as an implicit agency relationship.What kind of legal relationship between the actual investor and the nominal shareholder,as well as the relevant legal risks and preventive measures,are not the same in China's theoretical and practical circles.This article introduces Chengdu's equity holding case,and proposes the phenomenon of share holding,further analyzes the formation reasons and characteristics of shareholding holdings,and clarifies the legal relationship between the actual investor and the nominal shareholder,through a comparative analysis of China's legislation and foreign legislation.Relevant regulations and problems in judicial practice point out the related legal risks in the holding of shares,and finally put forward suggestions for preventing related risks,in order to improve China's legal rules in the legal relations of shareholding.The text of this article is divided into four sections:The first part is an overview of equity holdings.Through the introduction of equityholdings in a certain hotel in Chengdu,the phenomenon of shareholder holdings in the judicial practice is proposed to further explain the related concepts of equity holding.First of all,it explains and analyzes the meaning and formation reasons of equity holding.Second,combing the characteristics and classification of equity holdings.Finally,it summarizes the legal relationships involved in holdings.The second part is about the legislative status quo and main issues of shareholding.First of all,it analyzes the relevant provisions of the current legislation in China on the holding of shares.Second,it lists the regulations on the holding of equity in foreign legislation.Finally,it summarizes some of the issues that exist in the shareholder holding rules.The third part analyzes the legal risk of shareholding.First of all,it analyzes and summarizes the legal risks of the actual investors in the equity holdings.Second,it analyzes the legal risks of nominal shareholders in holdings.Finally,the legal risks of the company held by the shareholding holding company are summarized.In the fourth part,the legal risk prevention countermeasures of shareholder holding.Eight main countermeasures against risk were put forward.Including the signing of an effective equity holding investment agreement;striving for the actual investor to obtain confirmation from the company's other shareholders;the actual investor strengthening evidence awareness;appropriately limiting the rights of nominal shareholders;controlling the company's management rights;adopting equity pledge guarantees;selecting trustworthy People as partners;provide sufficient evidence to strive for taxation on the basis of substantive taxation principles.