Legal analysis
According to the law, the actual investor (i.e. anonymous shareholder) and the nominal investor (i.e. nominal shareholder) of the company can sign an equity holding agreement, stipulating that the actual investor will perform the investment obligation and get the profit dividend, and the nominal shareholder will register for industry and commerce as a nominal shareholder, which is legal and has legal effect. Hidden shareholders, that is, anonymous shareholders, should fulfill their rights and obligations such as timely and paid-in capital according to the equity holding agreement, but anonymous shareholders also face many risks in the process of equity holding. For example, some legal acts of a well-known shareholder in the name of a shareholder, such as transferring, pledging or otherwise disposing of the equity under his name, may cause losses to the actual investor (anonymous shareholder), so the anonymous shareholder can only ask the court to bear the liability for compensation to the well-known shareholder after bearing the losses. If the legal representative borrows the name of others to set up a company, the nominal legal representative and the actual controller must bear the corresponding risks. The agreement signed by both parties has no external effect, only internal binding force. If the nominal legal representative borrows money from abroad in the name of the company, the company must bear joint and several liability for the behavior of the nominal legal representative; If the company is enforced for violating the law, but fails to complete the execution, the legal representative of the company will be considered as a faithless person and need to bear corresponding responsibilities and consequences.
legal ground
Provisions of the Supreme People's Court on Several Issues Concerning the Application of the Company Law of People's Republic of China (PRC) (III) Article 25 The actual investor of a limited liability company enters into a contract with the nominal investor, stipulating that the actual investor will contribute and enjoy the investment rights and interests, and the nominal investor will be the nominal shareholder. If there is a dispute between the actual investor and the nominal shareholder on the validity of the contract, and there is no situation stipulated in Article 52 of the Contract Law, the people's court shall consider the contract valid.
The people's court shall support the dispute between the actual investor and the nominal shareholder on the ownership of the capital contribution rights as stipulated in the preceding paragraph, and if the actual investor claims the rights from the nominal shareholder on the grounds of actually fulfilling the capital contribution obligations. If a nominal shareholder denies the rights of the actual investor on the grounds that the register of shareholders of the company has been recorded and registered by the company registration authority, the people's court will not support it.
Without the consent of more than half of the other shareholders of the company, if the actual investor 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 it with the company registration authority, the people's court will not support it.