Discussion On The Act Of Holding Stock Equity For Others

The current judicial interpretation of the company law has made preliminary provisions on the act of holding shares,allowing the existence of the act of holding equity for others.The validity of the contract is all judged by the provisions of the contract law,not distinguishing the different contract terms.In the judgment of the shareholder qualification,there is a contradiction within the judicial interpretation,resulting the different judgment standard in practice.The validity of the shareholder registration and its scope are unclear,resulting the violation of the rights of the actual investor.On those problems,this paper affirms the nature of equity holding behavior from different cases,and clarifies the specific rights and obligations of each subject under different circumstances.At last,the paper put forward the measure to complete the shareholder registration to protect the actual investor`s right.The first part analyzes the nature of equity holding behavior combined with three theories: agency behavior,partnership behavior and trust behavior.According to the case analysis,the author believes that the nature of the behavior is the agency behavior,but the nature of the determination should not affect the contract when dealing with the rights and obligations.The distinction between behavior and company behavior.In the second part of the thesis,under the nature of agency behavior,the paper analyzes behavior`s effect to different subjects under the different lawsuit.Between the actual investor and the holder,the paper analyzes the shareholders' contribution dispute and the company's surplus distribution;between the actual investor and the company,the shareholders' qualification confirmation dispute and the shareholder's right to know is analyzed;The effectiveness analysis between the investor and the creditor is based on the equity transaction dispute and the non-equity transaction litigation.In the third part,the paper set forth the protection of the actual investor rights under the equity holding behavior.Due to the existence of the registration system,the third party is affected by the demonstration of real right.In practice,appearance of protection is widely used to protect the third part.However,the author believes that the company should strictly limit the application of appearance protection,clarify the effectiveness of the company's shareholder registration and determine the standard of shareholders.At the same time,for the actual investor who is not known to the company,it is recommended to disclose the information on the possession in the case of hiding the name of the actual investor,in order to prompt the third party to fulfill sufficient duty of care.