Dispute over Confirmation of Shareholder Qualification in a Nominal Shareholding Case Involving a Trading Company in Fujian

Case Summary

Plaintiff Chen entered into an "Equity Nominee Holding Agreement" with Wang, a registered shareholder of Defendant Xiamen [Company Name] Trading Co., Ltd. The agreement stipulated that Plaintiff would contribute 60 million RMB as the actual investor and hold 30% of the company's equity in Wang's name. Plaintiff is the actual investor and beneficial shareholder, while Wang is the nominal shareholder and nominee. After the agreement was signed, Plaintiff paid the full contribution amount of 60 million RMB as agreed, actively participated in the company's management and shareholder meetings, and all other shareholders were aware of and acknowledged Plaintiff's status as the actual shareholder. The company has also distributed dividends to Plaintiff on multiple occasions. Subsequently, due to a dispute between Wang and Plaintiff, Wang refused to recognize Plaintiff's shareholder status and declined to cooperate with the equity registration transfer. Plaintiff filed a lawsuit requesting confirmation of their status as the actual holder of 30% of the defendant company's equity and sought an order for the company to assist in completing the equity change registration with the relevant authorities.

Key Dispute

1.Is the "Equity Nominee Holding Agreement" signed between the plaintiff and Wang valid?

2.Whether the plaintiff has actually fulfilled their capital contribution obligations and participated in the company's management.

3.Do the company's other shareholders know and acknowledge the plaintiff's status as a shareholder?

4.Does the plaintiff's claim to confirm shareholder status and process the equity registration change comply with legal regulations?

Case Strategy

1.Secure core evidence including the Equity Nominee Holding Agreement, payment vouchers for capital contributions, company dividend records, evidence of the plaintiff's participation in corporate management and shareholder meeting decisions, testimonies from other shareholders, and communication records between both parties.

2.Provide evidence that the "Equity Nominee Holding Agreement" signed between the plaintiff and Wang is a true expression of intent by both parties, does not violate mandatory provisions of laws or administrative regulations, and is legally valid.

3.Demonstrate that the plaintiff has fully fulfilled their capital contribution obligations as agreed in the agreement, actively participated in the company's operations and shareholder meeting decisions, and that all other shareholders are aware of and acknowledge the plaintiff's actual status as a shareholder. The plaintiff has effectively exercised shareholder rights and fulfilled shareholder obligations.

4.The evidence submitted by the plaintiff to confirm shareholder status and effectuate the change of equity registration complies with the provisions of the Company Law and relevant judicial interpretations; the court should grant such claims.

Processing Result

The court ruled that Plaintiff Chen is the actual shareholder holding 30% of the equity in Defendant Xiamen Certain Trading Co., Ltd. Within ten days of the judgment taking effect, the Defendant shall assist Plaintiff Chen in completing the change of registration for 30% equity with the relevant authorities, transferring the 30% equity currently registered under Wang from Defendant to Plaintiff Chen. The Defendant shall bear all litigation and preservation costs.

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