Dispute over confirmation of shareholder qualifications between Zhou and Yang

(2021) Hunan 06 Civil Final No. 1859

[Case Summary]

Plaintiff Mr. Zhou had a shareholder qualification confirmation dispute with defendant Mr. Yang and Hunan XX Company (hereinafter referred to as Jiande XX).

Facts and reasons:

1. Yang and Zhou did not express any intention to hold shares on behalf of others, and Zhou was the actual shareholder of Jiande XX. Yang did not provide evidence to prove that he and Zhou had expressed their intention to hold shares on behalf of others. According to the account flow of Jiande XX, the 400,000 yuan deposited in Jiande XX was marked as "Zhou 's investment", combined with the company's articles of association and the public announcement of the national industrial and commercial registration authority, it is sufficient to prove that Zhou  has fulfilled his capital contribution obligations and is the actual shareholder of Jiande XX.

2. According to public information, Jiande XX only obtained the Class A qualification certificate in 2014. It can be seen that Jiande XX did not need to ask Zhou to hold shares on its behalf in 2012 in order to obtain Class A qualifications. Therefore, Jiande XX needs Zhou as a shareholder for other reasons. Before Zhou retired, he was a section-level leader of the construction department of Yueyang City, which could bring resource benefits to Jiande XX. It is natural that Jiande XX needs Zhou as an actual shareholder. In addition, Zhou participated in this case as a party, not just based on inheritance, but through acceptance of gifts and inheritance to register equity. In summary, when there is no entrustment agreement between any shareholder of Jiande XX and Zhou , it is obviously inappropriate to deny Zhou's shareholder qualification based on Yang's unilateral statement and witness testimony of relevant stakeholders.

Court ruling: In summary, Zhou 's appeal request is established and this court supports it.

[Analysis by Lawyer Chen Pingfan]

After accepting the commission, Lawyer Chen Pingfan reviewed the evidence and confirmed the basic situation of the case with the plaintiff and believed that:

The "Provisions of the Supreme People's Court on Several Issues Concerning the Application of the Company Law of the People's Republic of China (III)" clearly defined the rules for judging the internal relationship between dormant shareholders and nominal shareholders, that is, the equity income belongs to the dormant shareholder, but this only applies to the determination of property relations. To deny the shareholder qualification of the nominal shareholder, the premise is that the identity of the dormant shareholder is confirmed and meets the statutory conditions for explicit name. Therefore, although there are doubts about whether Zhou has made capital contributions, it is not enough to deny Zhou's shareholder qualification. Yang 's appeal that Zhou  does not have the shareholder qualification of Jiande XX cannot be established due to lack of factual and legal basis.

[Attorney Chen Pingfan’s Tips]

“Provisions of the Supreme People’s Court on Several Issues Concerning the Implementation of the Company Law of the People’s Republic of China (III)”

Article 22 Where a dispute arises between the parties over the ownership of equity, and one party requests the People’s Court to confirm that it enjoys the equity, it shall prove one of the following facts:

(i) It has contributed capital or subscribed capital to the company in accordance with the law, and does not violate the mandatory provisions of laws and regulations;

(ii) It has been assigned or inherited the company’s equity in other forms, and does not violate the mandatory provisions of laws and regulations.

Article 24 Where the actual investor and the nominal investor of a limited liability company enter into a contract, stipulating that the actual investor shall contribute capital and enjoy investment rights and interests, and the nominal investor shall be the nominal shareholder, and the actual investor and the nominal shareholder have a dispute over the validity of the contract, if there is no invalidity stipulated by law, the People’s Court shall determine that the contract is valid.

Where the actual investor and the nominal shareholder specified in the preceding paragraph have a dispute over the ownership of investment rights and interests, and the actual investor claims rights against the nominal shareholder on the grounds that he has actually fulfilled his obligation to contribute capital, the People’s Court shall support it. If a nominal shareholder denies the rights of the actual investor on the grounds of the company's shareholder  registration with the company registration authority, the people's court will not support this.