On The Legal Regulation Of The Name Of The Actual Investor Of The Limited Liability Company

Based on the security of market transactions,the clear management of the company,the trust of commercial appearance and the requirements of limited liability company’s personal integrity,the Company Law does not admit the merchant who to achieve specific investment profitable purpose,the actual investor did not be named in the commercial registration.There has never be clarified validity and legal nature of the anonymous investment agreement for the distribution of equity rights by means of autonomy agreement,and also never defined explicitly the actual investor nominal legal status.Until the Judicial Interpretation III of the Company Law issued the specification guidelines,Art.24 approaching to some problems such as the anonymous investment agreement,certification of shareholder qualifications,and investment ownership.On the whole the anonymous investment agreements’legal effect is recognized.The legal equity belongs to the nominal shareholder,except a judicial decision confirmed,the nominal shareholder has limited shareholder qualifications,and the actual investor has parts of investment rights and interests.However,the legal nature of the hidden capital contribution agreement and the legal consequences of the hidden capital contribution agreement in different effective situations have not been clarified.The ownership of the nominal shareholder conflicts with the Art.25 nominal shareholder’s disposal of equity are inconsistent with reference to the good faith acquisition system,and it has not resolved the obstacles of procedural,to equity changes the actual investor’s shareholder qualification,distinguishing the qualification of shareholders and ownership of investment rights.The hidden capital contribution is mixed with multiple legal relationships,and the dormant investment behavior beyond the contract relativity.It is necessary to analyze the different causes of the anonymous investment agreement.By the content of the anonymous investment agreement’s the degree of harshness and different legal consequences of evading the law,judging the validity of the contract:the entity’s qualified and rational investor’s dormant investment agreement for the purpose of hiding wealth and specific local reputation building is a legitimate commercial act;speculatively defrauding a specific entity’s tax preferences or policy support that is illegal but not invalid;the content of the agreement violates the validity provisions of the Contract Law and is directly deemed invalid.Because equity as a special movable property is different from general physical objects,it has both identity and property.In addition to value the meaning of Property Law rights and the equity transfer mode needs to ensure the pursuit of organizational stability,commercial disclosure,and transaction security in the Commercial law,link up the Civil Law and the Commercial Law system,guarantee the parties’ freedom of contracting under the premise of commercial publicity,clear commercial organization,and keep safe and stable transactions.It is proposed to use the indirect agency system of Anglo-American law to explain the implicit investment relationship,constructs a three-layer implicit investment relationship theoretical model based on different parties,divides the equity into two parts for shareholder qualifications and investment rights separately.The qualification criteria for shareholder qualifications are judged on the basis of distinction,with the principle of form as the external principle,and the exception of the principle of substance;the actual investor in the country shall be subject to the principle of substance.Analyze the content of the contract and divide it into legal commercial acts,illegal speculative acts,illegal and invalid acts to determine the validity of the silent capital contribution agreement and the ownership of investment rights.When the naming of the actual internal investor is hindered,it is suggested that when the actual investor has fulfilled the obligation of capital contribution and the company or other shareholders are aware of the incomplete anonymous capital contribution,resorted to the lenient and flexible determination standard is different from that of the external equity transfer procedure,"Estoppel" means that according to the previous no objection of the company and other shareholders presumes they"agree".If nominal shareholders,the company or other shareholders maliciously obstruct their rights and interests will be restrained by tort liability.Externally,in order to correct the anonymous investment relationship,should also paid attention to commercial disclosure and trust,the maintenance of transactions security,and seeking for justice in multiple dimensions.