Silent shareholders refer to investors who set up a company in the name of others for some specific reason, but their names do not appear in the articles of association, the register of shareholders and other legal documents. Many people will be curious, in this case, how can anonymous shareholders confirm their shareholder qualifications? In fact, they only need to provide evidence to prove that there is a legal and effective shareholding agreement between themselves and the nominal shareholders. So, how do anonymous shareholders confirm their shareholder qualifications? Let's take a look at it with the small series of the French Open. 1. How do anonymous shareholders confirm their shareholder qualifications? When anonymous shareholders request to confirm that they are shareholders of the company, they need to provide evidence to prove that there is a legal and effective shareholding agreement between them and the nominal shareholders. At the same time, it should be noted that if an anonymous shareholder invests in the name of others for the purpose of evading the mandatory provisions of the law and the prohibitive provisions of the law prohibiting certain subjects from investing in specific industries, the contract signed between the anonymous shareholder and the nominal shareholder will be deemed invalid because it violates the provisions of Article 52 of the Contract Law, and such anonymous shareholders cannot be protected. After the agency relationship is confirmed, when the anonymous shareholder requests the company to change its shareholders, issue a capital contribution certificate, record it in the register of shareholders, record it in the articles of association and register with the company registration authority, it needs the consent of more than half of the other shareholders of the company. Second, is the dormant shareholder legal? Dormant shareholders are generally legal, but it is illegal for dormant shareholders to borrow the name of others to evade the law. The so-called dormant shareholder refers to a company established in the name of another person or invested in the name of another person in order to escape the law or other reasons, and is recorded as the actual investor of another person in the company's articles of association, shareholder list and industrial and commercial registration. Three. What is the difference between a named shareholder and an anonymous shareholder? 1. An anonymous shareholder refers to a person who, in order to escape the law or other reasons, borrows another person's name to set up a company or contributes capital in another person's name, but is recorded as another person's investor in the company's articles of association, shareholder register and industrial and commercial registration. 2. Correspondingly, prominent shareholders refer to shareholders who are recorded in the industrial and commercial registration materials and have no actual capital contribution. 3. Nominal shareholders are qualified as shareholders of the company, while dormant shareholders are not. 4. Nominal shareholders can exercise the rights of shareholders of the company, while dormant shareholders cannot. The above is about how anonymous shareholders confirm their qualifications, which is introduced in detail by Zhaofa. Bian Xiao. I hope it will help everyone. If there are any legal problems, it is recommended to consult a professional lawyer of the French Open.
Legal objectivity:
Jiangsu Provincial High Court: Opinions on Several Issues Concerning the Trial of Cases Applying Company Law (for Trial Implementation).
27. When there is a dispute between shareholders (including nominal shareholders, dormant shareholders and actual shareholders) about the shareholder qualification, the shareholder qualification of the relevant parties shall be determined according to the records in the industrial and commercial registration documents, except for the following two cases:
(1) The parties have clearly agreed on the shareholder qualification, and other shareholders have recognized the shareholder qualification of the anonymous person;
(2) According to the signing of the Articles of Association and the actual capital contribution. Facts such as holding a capital contribution certificate and actually exercising shareholders' rights can be regarded as the opposite.
If the investor actually contributes capital and holds a certificate of capital contribution, and can prove that the registration is wrong or omitted due to the fault of the registration personnel, it shall be deemed that the investor is qualified as a shareholder.