股份公司自然人持股及名义股东问题研究

A Study of Natural Person Holding and Nominal Shareholders of Corporations

随着资本市场全流通时代的到来,大量股份公司中由历史原因导致的名义股东问题浮出水面。这些名义股东包括自然人、法人、信托公司等,其存在的实质往往是为了掩盖自然人持股的事实。本文汇总与研读了与自然人持股和名义股东问题相关的法规,分析了名义股东的各种模式及相应案例,对自然人持股的历史成因及名义股东的现实危害进行了研究。在此基础上,提出在上市公司中通过强制集中确权,在非上市股份公司发行审核中"新老划断"解决这一体制性遗留问题的建议。

With the capital market coming into the era of global circulation, the problem of nominal shareholders which was induced by historical reasons and existing in a large of number of companies appears. These nominal shareholders include natural persons, corporations and financial trusts, etc., the existence of them is often to conceal the fact that natural persons hold shares. This paper summarized and researched the relative laws and regulations, analyzed various modes and corresponding cases of nominal shareholders, hold a study on the history how natural persons holding came into being and the negative influence of nominal shareholders to the stock market. On this basis, then proposed the way to solve this problem by centralized affirmation of shares’ ownership in listed companies and using different criteria in the audit of stock issue accord to what time the problem did occurs in non-listed companies.