On the Legal Status of Dormant Shareholders in the Limited Liability Company
|School||Dalian Maritime University|
|Keywords||dormant shareholder nominal shareholder qualification of theshareholder legal status|
In China, the phenomenon of anonymous investment limited liability company is very common, which has relationship with the environment for the development of China’s economic and legal status. The company is the main commercial active market economy, the most important of promoting economic development. But, just past the international financial crisis to a profound lesson in modern market economy is the need to strengthen the regulation and control of the company act, enterprises must establish a sound legal system of the supervision. Because of the Company Law without the relevant regulations about anonymous investment, whether dormant shareholders have legal status, is a subject of theoretical argument for a long time, and it is difficult to judicial practice faces. Dormant shareholders "dormant" refers to the company’s registration status of dormant shareholders, company contribution aware does not affect the establishment of dormant, but informed or not may affect the rights and obligations in the company. Because the dormant shareholders dormant properties in the interior and the person of the company and characteristics of conflict, in the external and company registration principles of conflict, and often associated with the evasion of law act, easily lead to conflicts and contradictions in practice. Anonymous investment relationship itself and effectiveness won’t be so given a completely negative evaluation, but dormant shareholders may be "dormant" and the limited right, responsibility expansion. Because of the dormant shareholders is not a legal status, in the provisions of the company law and related laws are lack of corresponding legal guidelines, but in the judicial practice and legal attribute of the anonymous investment awareness is not a simple tendency, the shareholder legal status equivalent to confirm the shareholder qualification, ignore the unique may contain dormant shareholder rights system and responsibility system complexity, and the dynamic effects of dormant shareholders of firm.This paper starts from the definition of the concept of dormant shareholders, the rationality of the causes of dormant shareholders and existing. Then from three aspects of theory, legislation and typical disputes, in-depth study of the status of shareholder legal status, and put forward the author’s point of view. Then combined with the principle of shareholder’s qualification, from internal and external integrated analyze the legal status of dormant shareholders concrete determination. Finally, through the interpretation of the Supreme People’s Court on some issues concerning the application of the people’s Republic of China Company Law (three) the provisions of related laws, find problems, put forward a suggestion, and Application Trust Law’s framework of equity trust relationship on the establishment of shareholder legal status as legal reform.