Journal: Advanced Management Science (AMS)
Author: Yuan Zhu

This is an open access article distributed under the Creative Commons Attribution License, which permits unrestricted use, distribution, and reproduction in any medium, provided the original work is properly cited


Nowadays, with the rapid development of Social market economy, the capital holding mode of equity holding is becoming more and more common. Some idle social capital has had a huge impact on economic growth through the use of equity as an intermediary. However, the existence of things always has two sides, and the disputes caused by equity holding are increasing day by day. Regarding the issues related to the determination of the qualifications of dormant shareholders, this article explores the necessity of determining the qualifications of dormant shareholders based on legal background and precedents in judicial practice, summarizes the theoretical differences and practical difficulties that exist, and puts forward relevant suggestions for the establishment and optimization of its standards. The issue of qualification certification for dormant shareholders is essentially divided into two aspects: one is the identification of the dormant shareholders themselves, and the other is the analysis of the path to the nominalization of dormant shareholders. Firstly, this is not limited to the two parties involved in the proxy agreement signed by anonymous shareholders, but also relates to multiple parties such as the company, other shareholders, and third parties. The qualification recognition of dormant shareholders is a dual recognition of the property relationship of the equity held and the personal relationship of the shareholders themselves. Furthermore, regarding the issue of explicit routes. From the perspective of the substantive elements and Procedural law analysis of the nominalization, it is necessary to meet not only the equity transfer behavior elements in the substantive elements and the consent of more than half of other shareholders, but also the implementation subject, the object of the litigation and the clear request for naming. Finally, in order to improve the equity proxy agreement between both parties, as the basis for the establishment of the proxy relationship between dormant shareholders and named shareholders, the proxy agreement also needs to clarify its external formal terms and internal liability terms. At the same time, it is necessary to conduct notarization while continuously improving the content of the proxy agreement, reducing disputes from the source to regulate and guide shareholder shareholding behavior, in order to better maintain the trading order of China’s market.


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