User:Hguo2/sandbox

TEAM 11
Scenario:

''Ray and his good friend Z jointly invested to set up a small loan company. Because Z had insufficient funds, Ray invested 5 million yuan to set up a company for Z.''

The two agreed that Z would repay Ray's contribution in three months, but three months later, Z still had no money to contribute.

In order to simplify the procedures for shareholder change, the two reached an agreement through negotiation to sign an "holding agreement", stipulating that 10% of the company's shares of 5 million yuan actually contributed by Ray will be held by Z, the actual investor is Ray and the registered shareholder for industry and commerce is Z, with a 10% shareholding ratio.

Answer:

ISSUE:    If Z owes someone money, can the one sue the company to get the money?

RULE:     Unnamed shareholders only enjoy the right of return on equity, but do not enjoy the rights of shareholders in the sense of company law.

ANALYSIS:

(1)    Here, Ray is the unnamed shareholder, Z is the named one.

(2)    Here, Ray can get the right of return on equity, Z is the holder in the sense of company law.

(3)   Here, the creditor can sue the company for Z is the holder.

CONCLUSION: Therefore, the creditor can sue the company for Z is the holder

Neutral Voiced Summary:

In the general equity holding relationship, the actual investor is behind the scenes while the nominal shareholder exercises the shareholder's rights in front of the stage. Faced with various temptations, it is likely that the nominal shareholder infringes the interests of the actual investor.

Although the judicial interpretation affirmed the validity of the agreement, the investment rights and interests are not equal to the shareholders' rights and interests, and the investment rights and interests can only be claimed to the nominal shareholders (the proxy holders), but not directly to the company, which has certain limitations.