Equity holding on behalf of the actual investor refers to an equity or share disposal method in which the actual investor agrees with another person to perform the rights and obligations of shareholders on behalf of the actual investor in the name of the other person.
Netizen consultation:
Whether the nominee shareholding can be enforced as the property of the nominee shareholder
Lawyer answers:
Based on the credibility effect of the equity registration publicity, the equity registration is held by the prominent shareholder under the name of the prominent shareholder. When the equity held by the contemporary shareholder is executed due to the liabilities of the apparent shareholder, the anonymous shareholder applies to the court to revoke the frozen equity, and the court will not support it.
From the perspective of the legal relationship between the actual contributor and the nominee shareholder, the nominee shareholding relationship is essentially a creditor's rights and debts relationship between the actual contributor and the nominee shareholder, and from the principle of privity of contract, the nominee holding agreement only has the effect of the claim between the actual investor and the nominee shareholder, and has no effect on any third party other than the parties to the contract. According to the principle of reciprocity of rights and obligations, when the nominee shareholder is the person subject to enforcement, he should also be the right holder of the equity registered in his name, that is, the equity registered in his name should be regarded as his liability property and bear external liability. If the identity of the actual contributor is not registered, it cannot be used against the creditors of the company or the nominee shareholder.
Lawyer adds:
If the person subject to enforcement is a shareholder of the company, the people's court may enforce the equity held by the person in the company, but may not directly enforce the company's property. The people's court may freeze the equity belonging to the person subject to enforcement as indicated in one of the following materials or information:
1) The articles of association, shareholder register and other materials of the company where the equity is located;
2) Registration and filing information of the company registration authority;
3) Information displayed in the National Enterprise Credit Information Publicity System.
Legal basis] Provisions of the Supreme People's Court on Several Issues Concerning the Enforcement of Equity by the People's Courts
Article 1 The equity mentioned in these provisions includes the equity of a limited liability company and the shares of the company, except for the shares listed and traded on the first exchange established in accordance with the law and the other national shares traded on the approved national trading venues.
Article 2 Where the person subject to enforcement is a shareholder of the company, the people's court may enforce the equity held by the person in the company, and may not directly enforce the company's property.
Profile of lawyer Wang Yuanjie
Practicing lawyer of Fujian Beituo Law Firm
After graduating with a bachelor's degree in law in 2013, he entered the administrative agency in 2015, has 5 years of work experience in the administrative agency, has rich theoretical knowledge and practical experience, and joined Fujian Beituo Law Firm in 2020. Focus on civil and commercial, administrative and legal affairs.