Protection for Interests of Dormant Shareholders Sacramento CA

The form of dormant investment is quiet frequent now in economic life in Sacramento, which is beneficial to gather the idle funds for social production, resolving the operator's pressure for fund demand, and promoting economic development.

Jeffrey Norris Klink
3200 L ST
SACRAMENTO, CA
Specialties
Estate Planning, Wills, Trusts, Family, Divorce
Education
McGeorge School Of Law, University of the Pacific
State Licensing
California

Polly Welsh Mcgilvray
(916) 453-1418
1115 Alhambra Blvd
Sacramento, CA
Specialties
Estate Planning, Real Estate
Education
Santa Clara Univ SOL,Univ of California Berkeley
State Licensing
California

Mark Yoshio Umeda
(916) 925-8000
725 30th St #204
Sacramento, CA
Specialties
Estate Planning
Education
Santa Clara Univ SOL,Univ of California Santa Barbara
State Licensing
California

M. Jane Pearce
1430 ALHAMBRA BLVD
SACRAMENTO, CA
Specialties
Estate Planning, Trusts, Adoption, Wills, Probate
Education
McGeorge School of Law, University of the Pacific,Austin College
State Licensing
California

John M. Goralka
(916) 440-8036
2115 J Street
Sacramento, CA
Specialties
Wills, Trusts & Estates, Business Law
Secondary Specialties
Nonprofits & Tax-Exempt Corporations, Closely Held Businesses, Limited Liability Companies (LLCs), IRS Disputes, Probate, Directors' & Officers' Liability, Charitable Trusts, Professional Corporations, Charitable Giving, Income Taxes, Business Successions, Audit Defense, Living Wills, Shareholders' Rights, Franchising, Property Taxes (Ad Valorem Taxes), Non-Compete Contracts, Drafting Trusts, IRS Disputes, Corporations, Joint Ventures, Contract Drafting & Review, Sales Taxes, Franchises
Education
B.S., Sacramento State University , 1981
State Licensing
California
Professional Memberships
I am a member of the Business, Taxation, Estate Planning and Probate Sections of the California and Sacramento County Bar Associations.

Data Provided by:
M. Jane Pearce
(916) 452-3883
1430 Alhambra Blvd
Sacramento, CA
Specialties
Wills, Trusts & Estates
Secondary Specialties
Living Trusts, Estate Administration, Estate Planning, Living Wills, Drafting Wills, Probate, Drafting Trusts
Education
J. D. (Doctor of Jurisprudence), McGeorge School of Law, University of the Pacific, 1983
State Licensing
California
Professional Memberships
Women Lawyers of Sacramento, Sacramento Lawyers for the Equality of Gays and Lesbians

Data Provided by:
Terry Dean Wheeler
(916) 325-0130
2601 K St
Sacramento, CA
Specialties
Estate Planning
Education
McGeorge SOL Univ of the Pacific,San Diego State Univ
State Licensing
California

Joanne M Bernhard
(916) 442-4908
2621 K Street
Sacramento, CA
Specialties
Business, Estate Planning, Real Estate
Education
McGeorge SOL Univ of the Pacific
State Licensing
California

Brian John DeAmicis
2200 L ST
SACRAMENTO, CA
Specialties
Commercial, Real Estate, Bankruptcy, Estate Planning, Arbitration
Education
Northwestern University,University of California at Berkeley
State Licensing
California

Jeffrey Norris Klink
(916) 455-5575
3200 L St
Sacramento, CA
Specialties
Wills, Trusts & Estates
Secondary Specialties
Estate Administration, Probate
Education
J.D., McGeorge School of Law, University of the Pacific, 1998
State Licensing
California
Professional Memberships
Member of Local Bar Associations Sections:

(1) Probate & Estate Planning

(2) Family Law

(3) Appellate Practice

Data Provided by:
Data Provided by:

Protection for Interests of Dormant Shareholders

Provided By:

Protection for the Rights & Interests of Dormant Shareholders

Author: sinolinkconsulting

The form of dormant investment is quiet frequent now in economic life, which is beneficial to gather the idle funds for social production, resolving the operator's pressure for fund demand, and promoting economic development. At the same time, however, the legal protection on the interests of dormant investor is still not clear-cut for the reason that China has not established the system of dormant shareholders so far. This article aims to introduce the meaning of dormant investor?the conditions which can authenticate the identity of dormant investor and the ways to achieve the protection on their rights and interests.

Dormant investor refers to the actual investors who set up company or invest under written or verbal agreement in the name of others, and are not documented by commercial registration, on register of shareholders or on any other publicity materials, in order to circumvent the law or due to some other reasons.

Correspondingly, nominal investors, whose names are recorded in publicity materials, yet do not invest in practice. According to Paragraph 4 of Article 33 of the Company Law , "Company shall register the names of shareholders and the amount of capital contributions of the shareholders with the company registration authority and, in the event of any change thereof, apply for alteration registration. Unless duly registered, the above-mentioned items and any changes thereof shall not be a defense against a third party." It can be seen that China doesn't completely negate the phenomenon of dormant investment.

Generally speaking, dormant shareholders won't be eligible for status of shareholders. But it doesn't mean that the nominal investors would be identified as shareholders under any circumstances. According to the above explanations of dormant shareholders, several conditions need to be considered generally when authenticate the identity of dormant shareholders:
1. Whether the dormant investors have invested the funds, shared the rights & obligations of shareholders or not.
2. The dormant and nominal investors should conclude an agreement, which are the true notions of both sides. The contract on rights and obligations reached between dormant investors and nominal investors makes no essential difference from the general civil contract. The contract theory of general civil law is fully applicable to such an agreement between shareholders. For the company, such contract does not involve the interests of a third party, merely changes the rights and obligations distributing of the shareholders in this company. Therefore, as long as the contract is established on the basis of agreement and goodwill of both sides, the legal effect of such contract should be confirmed.
3. Whether the dormant investors have gained recognition of the invested company or other shareholders of the company. This is specific to limited companies, because the LLC is characterized for its collaboration of human resource, and the tacit understanding as well as the trust between shareholders is the basis of the orderly operation of the company. The listed company with greater liquidity of its shares will not be considered under normal circumstances.
4. Certification of the shareholder's identity and the balance of the internal and external relationships of the company. When the affirmation of shareholder's identity involves the interests of a third party beyond the company, it should stick to publicity and Rechtsschein theory (theory of appearance), and protect the reasonable trust of the third party. That is, the shareholders recorded in commercial registration, articles of association, register of shareholders, investment certification and such legally proved materials are regarded as statutory shareholders, so as to maintain the safety and efficiency of transactions.
5. Whether dormant investment itself is for the illegal purposes to circumvent the mandatory provisions. If the illegal purposes do exist, the identity of the shareholder should not be authenticated.

On all accounts?certification of dormant shareholder's qualifications should be treated differently. And it should follow the principle of "double standards and differentiated".When deal with the dispute on internal relationships, we should follow the rule of freedom of contract and autonomy of the will. While handle with the external legal relationships between the corporation and the third party, we should follow the publicity and Rechtsschein theory.

From the present situation of legal system in China, if the dormant shareholder wants to put his own rights and interests under the protection by the existing legal framework, he should not only have various aforementioned element conditions before and after the contribution, but also needs to take judicial litigation about confirmation of the shareholding ownership. And at last the shareholder's identity in the corporation will be authenticated by the court. Since the assumpsit between dormant shareholders and nominal ones does not have effectiveness on the corporation, the actual investor can not claim shareholder's rights in the corporation, so s/he has to institute judicial litigation about confirmation of the shareholding ownership in the first place.

It is hoped that with the consummation of legal system the system for dormant shareholder could be established in our country officially. If so, it will enhance investors' investing enthusiasm, promote economic development and create utmost social wealth.

About the Author:

Sino-Link Consulting is a comprehensive consulting firm based in Beijing, aiming at providing the full spectrum of international business and legal consulting services for clients interested in manufacturing, investing, or opening an office or factories in China. The One-Stop services provided by Sino-Link are recognized as convenient, efficient, and effective.

Article Source: http://www.articlesbase.com/law-articles/protection-for-the-rights-interests-of-dormant-shareholders-955449.html