Legal analysis
China's company law allows the actual controller of the company to achieve the purpose of actually controlling the company's behavior through investment relations and investment agreements. In reality, it is often inconvenient for investors to invest in their own names, so there will be cases of setting up companies or participating in capital contribution in the name of others. The company records the investors of other shareholders in the registration departments such as the Market Supervision Administration, and realizes it by signing an equity holding agreement. But as a major shareholder, it will face certain risks. First, if the equity holding agreement is invalid and the anonymous shareholder is unwilling or inconvenient to change to a famous shareholder, then the famous shareholder will be in a relatively passive state. Second, as the actual investor, anonymous shareholders fail to perform, perform incorrectly or have defects in their capital contribution, resulting in disputes between the company and shareholders. As a publicly announced investor, anonymous shareholders need to bear the responsibility. If the actual investor evades the responsibility, the anonymous shareholder needs to bear the responsibility first, and then recover from the anonymous shareholder according to the equity holding agreement.
legal ground
In Article 26 of the Supreme People's Court's Provisions on Several Issues Concerning the Application of the Company Law of People's Republic of China (PRC) (III), the creditors of the company request them to assume supplementary responsibilities for the outstanding part of the company's debts on the grounds that the shareholders registered in the company registration authority have not fulfilled their capital contribution obligations, and the people's court does not support the shareholders' defense on the grounds that they are only nominal shareholders and not actual investors. 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.