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随着我国改革开放的深入,现实社会中存在大量的隐名投资及隐名股东,有限责任公司隐名出资关系隐名和名义两类出资人、隐名出资人和企业以及第三人彼此间所具有的各类法律关系,极易导致隐名和名义两类出资人彼此间股权权益归属、隐名出资人股东资格确认、名义股东股权处分行为效力以及出资瑕疵责任等纠纷,具有相当的复杂性。对隐名股东的股东资格认定问题是非常重要的。股东资格的确定依据,是价值选择的产物,同样属于利益平衡的后果。国内公司法对于隐名股东所具有的股东资格问题并未进行清晰规定,学界和司法实践中对所谓隐名股东的认定也有几种不同学说。本文通过对隐名投资和隐名股东的介绍从而进一步讨论对于隐名投资相关法律规范的完善以及关于隐名投资与非法集资的交叉。
With the deepening of China’s reform and opening up, there are a large number of anonymous investment and hidden shareholders in the real world, the anonymous and limited liability company of limited liability company two types of anonymity and the name of the investor, the anonymous investor and the enterprise and the third party With various types of legal relationship, it can easily lead to disputes between the two types of investors, namely, the anonymous and the nominated investors, the ownership of the anonymous investors, the confirmation of the qualifications of the anonymous investors, the validity of the disposition of the equity shareholders’ rights and the liability of capital contribution, which is of considerable complexity. It is very important to identify the anonymous shareholder’s shareholder qualification. The basis for determining the qualifications of shareholders is the product of the choice of value and also belongs to the consequence of the balance of interests. The domestic company law does not clearly stipulate the shareholders’ qualifications that the unnamed shareholders have. There are several different theories about the identification of so-called unnamed shareholders in the academic and judicial practice. This article further discusses the improvement of legal norms related to dormant investment and the intersection of dormant investment and illegal fundraising through the introduction of dormant investment and dormant shareholders.