隐名股东的认定以及权利问题的研究

Research on the Identification of Dormant Shareholders and Rights Issue

代持股作为商事习惯长期存在,由此引发的纠纷数量也日益增长。《公司法解释(三)》和《九民纪要》虽然在隐名股东显名化上做出了规定,但仍存在规则层级过低、规则不够细化等问题,导致司法实践中存在同案不同判的现象。本文主要探讨隐名股东的资格认定标准,隐名股东如何通过显名化保障其权利以及隐名股东具体权利问题。

Proxy holding has long existed as a commercial custom, and the number of disputes arising from it is also increasing. Provisions on the naming of anonymous shareholders have been made in the Company Law of the People’s Republic of China (III) (2014 Amendment) and the Notice by the Su-preme People’s Court of Issuing the Minutes of the National Courts’ Civil and Commercial Trial Work Conference. However, there are still problems including low level of hierarchical rule and insuffi-cient refinement of the rules, leading to different verdicts in the same case in judicial practices. This paper mainly discusses the qualification standards of the anonymous shareholders, how do they protect their rights through naming, and the specific rights of anonymous shareholders.