Shareholding by proxy is very common in reality, and many individuals will hold shares of the company by proxy because it is inconvenient to come forward as public shareholders.
In the actual process of proxy shareholding, proxy shareholders entrust public shareholders to exercise their rights, and proxy shareholders do not come forward themselves. Faced with many external temptations, the open shareholders' meeting may harm the interests of the entrusted shareholders for personal interests, such as transferring the interests to other shareholders or external institutions and transferring the shares of the entrusted shareholders. Ultimately, it will harm the interests of the entrusted shareholders.
Second, the entrusted shareholders cannot claim shareholders' rights and interests from the company.
Because the entrusted shareholder only signed the entrustment agreement with the open shareholder, the entrusted shareholder cannot claim the rights from the enterprise, and can only convey the relevant demands through the open shareholder. If the opinions of the entrusting shareholders are different from those of the public shareholders, it is very likely to affect the rights and interests of the entrusting shareholders, and it has certain limitations for the entrusting shareholders to hold shares in the enterprise through agents.
Third, exposing the debt risk of shareholders may involve the rights and interests of entrusted shareholders.
On the surface of the enterprise, the shareholders of the enterprise are clean shareholders. When the incorruptible shareholders are at risk, it may affect the security of the shares held by the incorruptible shareholders.
Legal basis: Provisions of the Supreme People's Court on the Application of Several Issues (III)
Article 25 Where the actual investor of a limited liability company enters into a contract with a nominal investor, stipulating that the actual investor contributes capital and enjoys investment rights and interests, and the nominal investor is a nominal shareholder, and there is a dispute between the actual investor and the nominal shareholder on the validity of the contract, 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 over 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.
Article 26 If a nominal shareholder transfers, pledges or otherwise disposes of the equity registered in his name, and the actual investor requests that the disposition of the equity be deemed invalid on the grounds that he has actual rights to the equity, the people's court may refer to the provisions of Article 106 of the Property Law.
The people's court shall support the nominal shareholder's disposition of equity, which causes losses to the actual investor, and the actual investor requests the nominal shareholder to bear the liability for compensation.
Article 27 If the creditors of a company claim that the shareholders registered in the company registration authority have failed to fulfill their capital contribution obligations, and require them to bear supplementary compensation responsibilities for the portion of the company's debts that cannot be repaid within the scope of unfulfilled principal and interest, and the shareholders argue that they are only nominal shareholders and not actual investors, the people's court will not support them.
If a nominal shareholder claims compensation from the actual investor after assuming the liability for compensation in accordance with the provisions of the preceding paragraph, the people's court shall support it.