The conceptual function of the actual controller is to create the subject support within the norm for the actual corporate power holder,so as to avoid the escape of corporate control.The interpretation of its connotation and extension should focus on its function.From the perspective of disassembly,"reality"is intended to emphasize"fact"and is the normative expression of materialism."Control"means"stable control",which does not take objective compulsion of con-trol,active exercise of control and benefit from control as necessary conditions,but is a relatively static state description."Person"refers to natural person or legal person,which can be a single subject or a plural subject,but under the substan-tive standard,legal person can be the actual controller of the company only when there is no actual controller.The govern-ance model of an unincorporated organization has strong human compatibility,and the person in charge/partner behind it should be identified as a single or joint actual controller when it serves as the platform for the company's control.Starting from the connotation of the concept of actual controller,its extension can include:(1)the controlling shareholder,key shareholder,executive director,chairman and other subjects within the company.At this time,the legal document should place"actual controller"after the controlling shareholder,chairman and other nouns and use it as the attribute of the noun and the preceding word to express the meaning that the subject essentially holds the power of the company.The legal conse-quence is the difference in the application of norms;(2)Outside of the company,the unknown investor,the agreement controller,the close relatives of the formal authority holder and other subjects to which the company/formal authority holder is attached,etc.,in this case,"actual controller"is used as a noun alone,and its legal consequence is to bring the exter-nal entity of the company into the constraints of the company system.The current Company Law is not precise enough in the definition of the actual controller,so it should be detailed.
actual controllercontrolling shareholderunnamed shareholdercontract controlshadow director
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维普
