Shareholders of general companies need to bear the risks and responsibilities of the company. Of course, nominal shareholders are no exception, and they also need to bear certain risks and responsibilities, which is inevitable.
1. What is a nominal shareholder?
Nominal shareholder means that the actual investor of a limited liability company enters into a contract with others for some reason, stipulating that the investment income will be enjoyed by the actual investor, and the person who signed the agreement with it is only the nominal investor, that is, the nominal shareholder, whose essence is the nominal shareholder. The effectiveness of the agreement between the actual investor and the nominal shareholder is only valid for both parties and not legally binding on the third party. Nominal shareholders shall be liable to a third party other than the company in accordance with the principle of formalism. The reasons for the phenomenon of nominal shareholders are complicated, such as the reluctance of real investors to disclose their identities, or to avoid related transactions in business, or to avoid the restrictions of national laws on the shareholding ceiling of certain industries. Therefore, this agreement and practice have a negative impact on company registration and publicity, so it has not been recognized by administrative and judicial organs for a long time. In the event of a dispute, the interests of the actual investors cannot be protected. 20 1 1 Interpretation of Company Law (III) was promulgated, which defined the concept of nominal shareholders for the first time, stipulated how to apply laws to deal with disputes with actual investors, and legally recognized nominal shareholders.
2. What are the legal risks and responsibilities of nominal shareholders?
The equity holding agreement between the nominal shareholder and the actual investor can only take legal effect between the two parties to the agreement, but not against the third party. Article 27 of the Interpretation of the Company Law (III) stipulates that "the creditors of the company request them to bear supplementary liability 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 will not support them if the shareholders raise a defense on the grounds that they are only nominal shareholders but 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. "It can be seen that if the actual investor fails to fully fulfill his investment obligations, the nominal investor needs to bear supplementary liability for the company's debts within the scope of the principal and interest not contributed by the actual investor.