On The Effectiveness Of The Internal Agreement Of Shareholders And The Settlement Of Disputes

The company is the basic economic organization in the market economy and the basic legal subject in the norms of civil and commercial law.The stability of the internal governance structure of the company is directly related to the stability of the operation of the whole market economy system.At present,the vast majority of small and medium-sized enterprises in China's market economy organization system are limited liability companies,with the largest number,which is enough to affect the situation of the whole market economy credit system.The shareholders of a limited liability company are often closer to the partnership legal relationship.They often make an agreement on the capital contribution between shareholders or sponsors,and then affect or determine the equity structure of the company.In practice,the civil nature of this agreement often conflicts with the principle of registration in the company law.Especially for some limited liability companies with few shareholders,the shareholders do not strictly follow the registration rules.This has laid a hidden danger for the internal and external legal relations of the company.In recent years,in the field of dealing with internal agreements of shareholders,the principle of externalism has become the main trend.From the perspective of legislation and judicature,the appearance doctrine has been gradually accepted,especially in judicial practice,the representative case judgment highlights the balance between the internal shareholders' agreement and the bona fide third party.However,for the specific application of the principle of Externalism in the internal agreement betweenshareholders,it needs to be fully combined with the actual cases for different treatment.From the perspective of typical cases,this paper systematically analyzes the effectiveness of internal agreements among shareholders,demonstrates the applicable path of internal agreements among shareholders,analyzes the legal relationship structure between dormant shareholders and nominal shareholders,and provides reasonable suggestions for shareholders and actual investors to avoid legal risks.