Research On The Qualification Of Dormant Shareholders In Limited Liability Company

In practice,there are investors who want to invest in the company,but in fact they are unwilling or unable to show their names,so they reach an agreement with others to invest in the company in the name of others,transfer their property to others,and let others invest in the company to obtain income on behalf of others.They are called dormant shareholders.This kind of situation is common,mainly in the limited liability company,and due to the current legal provisions,there is a problem of the qualification of dormant shareholders.By combing the current views of academic circles and combining with the actual situation of dormant shareholders,this paper summarizes the meaning of dormant shareholders,and concludes that they have the characteristics of dormant capital contribution,such as complete and incomplete dormant,agreement and non agreement,evasion of law and non evasion of law,primitive type and inheritance type.The direct cause is mainly the evasion of laws and regulations,and the difference is due to the different provisions evaded.The fundamental cause is the result of the interaction between economy and society.Combing the current situation of the development of the identification of dormant shareholders,there are some disputes in the academic circle,such as the form theory,the essence theory and the compromise theory,the lack of provisions in the company law and the contradiction in the judicial interpretation 3 of the company law,the rough provisions in the judicial summary of the nine People’s Republic of China and the lack of judicial invoking effect.In foreign countries,the situation is different.The common law system relies on the trust system to balance the interests of dormant shareholders and nominal shareholders.In the civil law system,China,Japan and South Korea have defined the capital contribution responsibilities between dormant shareholders and nominal shareholders,while France and Germany still claim to identify shareholders according to the equity register.But in general,the foreign legislation provides reference for the solution of the problem of the identification of dormant shareholders in terms of defining the standard of shareholder identification,defining the situation of legal dormant capital contribution and paying attention to the interests of dormant shareholders.For the problem of the qualification of dormant shareholders in China,this paper studies the theory and practice of the qualification of dormant shareholders in limited liability companies,and refers to foreign legislation,and puts forward some legislative suggestions on the qualification of dormant shareholders.We should improve the qualification standard of dormant shareholders,adhere to the principle of balance of interests,not apply the trust system,take the form as the standard,take the actual exercise of rights of dormant shareholders as the supplement,and take the written contract as the reference.At the same time,we should improve the supporting system.Before the qualification,we should make clear the effectiveness of the transfer of equity and the joint and several liability of the dormant shareholders for the defects of capital contribution,and protect the inspection right and the right to know of the dormant shareholders before the qualification.After the qualification is confirmed,it is necessary to make clear the procedure of showing the names of dormant shareholders in accordance with the current law.