On The Protection Of The Rights And Interests Of Dormant Shareholders In Limited Liability Companies

The complexity of market economy brings up the diversity of capital contribution.In the legal system of company in China,the company law and no is dormant shareholders and their rights and interests protection norms,"the judicial interpretation of three company law" and in 2019 the national work conference on court in civil and commercial trial summary,using the concept of the actual investor,does not use the concept of dormant shareholders,also not clear legal status and rights of shareholders,In the process of resolving the disputes of hidden shareholders,different cases of the same kind are often dealt with.The current legal system of China has not yet stipulated the standards for the identification of hidden shareholders’ qualification,the procedures that should be followed by the apparent shareholders,and the mode of rights and interests protection,which leads to the increasing cases of hidden shareholders’ infringement year by year.Therefore,in order to prevent the risk of damage to the rights and interests of hidden shareholders,protect the autonomy of investors’ will and promote the development of social economy,this paper discusses how to realize the protection of rights and interests of hidden shareholders through comparative analysis,literature research and other methods.Papers on connotation and the existence reason of dormant shareholders,on the basis of the basic theory such as familiar with the current,the current situation of the shareholders’ equity by are analyzed,from the dormant shareholders qualification standards have not yet established,show a program is not rigorous,rights and interests safeguard model has yet to form three aspects of dormant shareholders’ rights and interests protection problems are studied,Based on the study of the protection system of the rights and interests of hidden shareholders in common law countries and civil law countries,this paper analyzes the construction of the protection system of the rights and interests of hidden shareholders by referring to some of their more mature systems and experience and combining with the reality of China.The paper argues that we should first define the standard of shareholder qualification,and use the standard of "formal exception theory" to identify the qualification of hidden shareholders,which is the basis of protecting the rights and interests of hidden shareholders and standardizing relevant market transactions.On this basis,on the premise of the transfer of equity,we should optimize the naming procedure of the implicit shareholder,construct the equity trust system,clarify the legal relationship between the parties of the equity trust and clarify the content of the equity trust contract,so as to fully protect the rights and interests of the implicit shareholder.