Research On Legal Issues Of Anonymous Investment

There are broad sense and narrow sense of implicit contribution.The broad sense refers to the phenomenon that all or part of the hidden investment entity operates the entity.The narrow sense refers only to the situation where the investor contributes capital to the company in the name of another person.The legal relationship involved in a company limited by shares is relatively complicated.In order to protect the security of market transactions as much as possible,the qualification of shareholders basically adopts the standards of formalism.However,in judicial practice concerning the qualification of shareholders of limited liability companies,there are often different judgments in the same case.There are obvious theoretical differences in the academic circles,so this article mainly studies the issue of limited liability company’s hidden capital contribution.Regarding the nature and validity of the silent capital contribution agreement.The nature of the hidden capital contribution agreement includes disputes about trust relationship theory,agency relationship theory,partnership relationship theory,and creditor’s debt relationship theory.The judicial application is rather confusing.The silent capital contribution agreement shall determine the nature of the contract in accordance with the specific content of the agreement,or trust,partnership,or agency.The validity of the dormant investment agreement has a value judgment that is completely opposite to the validity and invalid doctrines.The dormant investment agreement is not of course invalid.In addition to violating the mandatory provisions of legal validity,it should be deemed valid under other circumstances.Regarding the qualification of shareholders in silent capital contributions.On this issue,there are differences in the theory of substantial elements,formal elements and compromise.If a silent capital contribution dispute only involves the inside of the capital contribution agreement,the shareholder qualification of the silent investor shall be affirmed according to the principle of autonomy of will;if the dispute involves the interests of a third party,the principle of appearance doctrine shall be adopted to affirm the shareholder qualification of the nominal shareholder,focusing on protecting the third party Human interests.If a silent investor wants to become a company shareholder,he needs to go through the process of "dissemination".Regarding the protection of creditors’ interests.Due to the defects of shareholder’s capital contribution,other shareholders and creditors of the company may claimsupplementary liability for capital contribution from the nominal shareholder,or jointly and severally claim liability for compensation from the nominal shareholder and the silent investor.The creditors of nominal shareholders have theoretical disputes about the theory of priority protection of the appearance of rights and the questioning theory of priority protection of the appearance of rights for the execution of the equity under the name of the nominal shareholder.Priority should be given to protecting the rights and interests of creditors,and the silent investor cannot use the silent capital contribution agreement to oppose the enforcement behavior of the nominal shareholder creditor on the nominal shareholder’s equity.