Research On The Rules Of The Actual Investor’s Denomination In The Process Of Share Holding

In order to adapt to the rapid economic development in the new era,promote the rate of investment transactions,and adapt to the modern company law,equity holding as a new investment mode has been widely existing in the process of company management.In a broad sense,entrusting ownership of shares generally refers to the situation of inconsistency between the registered shareholders and the beneficiaries of shares.In the narrow sense,equity entrustment only occurs between the actual investor and the nominal shareholder,usually on the premise of forming an agreement on equity entrustment,and the explicit name means that the actual investor requests the company to register the change of shareholders on the basis of the entrustment agreement.On one hand share proxy holding itself has the complex and subtle characteristic,on the other hand our country "the People’s Republic of China Company Law" and related judicial interpretation is not complete to standard of share proxy holding,causes the road of actual sponsor to produce realistic obstacle.First of all,the academic and judicial circles are still different in terms of addressing the subject of equity proxy holding.The legal emphasis on addressing the subject by "actual investor","anonymous shareholder" or "anonymous investor" is different,which is easy to cause confusion in the concept.Secondly,at present,there are not many legal regulations regarding the apparent name of actual investors in our country.Only in the 24 provisions of the Supreme People’s Court on the application of several Issues < Company Law of the People’s Republic of China > Provisions of the procedural provisions,far from covering the reality of the new situation of equity proxy ownership.In addition,although Article 28 of the Minutes of the Ninth National Court Civil and Commercial Trial Work Conference makes a supplement to the problem of the actual investor’s naming,the court is still unable to accurately handle related disputes in judicial practice due to the lack of an overall framework for the legal system of equity enproxy and a systematic design for the actual investor’s naming rules.Different courts’ opinions on legal recognition of similar situations are more inconsistent.The deviation of judges’ understanding and application of the provisions leads to a significant increase in the difficulty of actual investors to safeguard their legitimate rights and interests through litigation.The phenomenon of "different judgments in the same case" affects judicial authority and reduces judicial efficiency.Therefore,in view of the various problems in the naming rules of actual investors in entrustment,it is necessary to conduct an in-depth study on the naming rules of actual investors in entrustment from the perspective of system design and judicial demonstration,so as to supplement and perfect the naming rules of actual investors in entrustment and balance the rights and interests of multiple parties in the relationship of entrustment.The agreement on entrustment of shares artificially divides shareholders’ rights into property rights and personal rights.The key to whether the actual investor’s manifest lawsuit request can get legal support lies in the identification of the nature of entrustment of shares and the confirmation of shareholders’ qualifications.The theory of equity fiduciary relationship,the theory of implicit partnership and the theory of principal-agent relationship can all explain the nature of equity entrustment agreement,and determining the nature theory which is most consistent with equity entrustment can effectively help solve the problem of ownership identification of entrustment equity,namely the problem of property right.As for whether the subject with incomplete shareholder rights can become the shareholder in the meaning of the company law,there are mainly formal requirement theory,substantive requirement theory and compromise theory.In the modern company law environment,producing and selecting the appropriate requirement theory is helpful to improve the operating efficiency of the company and protect the rights and interests of the company’s shareholders and the external third party.At the same time,the relativity of contract,the compatibility of company and the doctrine of appearance are often introduced to restrict the actual investor to exercise the right to show his name.The confirmation of the nature of equity enproxy and the qualification of shareholders can clear the obstacles for the actual investor to show his name and provide theoretical support for the modification and perfection of the actual investor show his name rules.Through the analysis of judicial cases and the inspection of legal basis,the author will gradually construct the system of naming rules for actual investors under the ownership of shares,which is consistent with the current situation of our company law.Firstly,from the perspective of legislation,the conflict between the contract law and the company law should be balanced.Relevant provisions on equity enfranchisement should be added into the Company Law,and its legal attributes should be clarified with specific clauses.The rights and responsibilities of all parties should be clarified in the Interpretation of the Company Law.Secondly,judicially,the rules of adjudication and procedural requirements should be regulated to eliminate the differences in applicable law between courts and protect the legitimate rights of actual investors and other shareholders.Finally,add the rights and interests protection mechanism of the actual investor’s naming failure,and form the logical and practical rules of actual investor’s naming.