Reconstruction of the Nominee Shareholder in Limited Liability Companies Under the Standard of Corporate Intention
The agreement on the ownership of equity through nominee shareholders involves the issue of identifying the company's shareholders and thus brings confusion to corporate governance and rights disclosure.Nominee shareholding in a limited liability company should be addressed from two aspects:contract law and company law.The creditor-debtor relationship between the actual investor and the nominal shareholder is governed by the nominee agreement.As for the ownership of equity,it should align with the standards for identifying shareholders in the company law.The identification of shareholders should be based on the corporate intention standard,examining whether the company accepts the actual investor as a shareholder.The distinction between complete and incomplete anonymity should hinge on the company's recognition.Moreover,to safeguard other shareholders'control over the company's integrity,a preemptive right system should be introduced as a remedy after the fact.The exercise of the preemptive right effects the cancellation of equity changes.The principle of commercial appearance doctrine should be realized through the effect of registration confrontation,and in principle,general creditors of nominal shareholders are not protected by the appearance doctrine.
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