[Case Summary]This case involves a dispute over the confirmation of shareholder status. Zhang Yali, together with Zhou Xiaogang and Liu Yang, established Company A, agreeing that Zhang would hold 80% of the shares on behalf of the two. However, the company later got involved in a debt dispute, and Zhou Xiaogang failed to fulfill his obligations. Zhang Yali then entrusted Beijing Henglu Law Firm to handle the case.Wang DongThe lawyer filed a lawsuit, requesting that the 80% equity held on behalf of others be transferred to Zhou Xiaogang's name. The core disputes include: how to determine the relationship of holding on behalf of others without a written agreement, and the identity of the hidden shareholder. The lawyer used evidence chains such as WeChat records, call recordings, cooperation agreements, and payment records to prove the intention of holding on behalf of others and actual control. The court determined that the relationship of holding on behalf of others existed, and ruled that Zhou Xiaogang and Company A should assist in transferring the 80% equity to Zhou Xiaogang's name. Applicable laws: the Company Law and relevant judicial interpretations.

I. Review of the case

"How to prove that there is no signed agreement for equity transfer?" and "What should I do if the shareholders registered with the industrial and commercial administration department are different from the actual investors?" are common challenges in equity disputes. In August 2024, Zhang Yali and her husband, Zhou Xiaogang, and Liu Yang jointly established Beijing A Culture Media Company with a registered capital of 100,000 yuan and a subscribed investment time of August 1, 2029. It was agreed that Zhang Yali would hold a 20% stake, while Zhou Xiaogang and his wife would hold an 80% stake.

Due to the fact that Mr. and Mrs. Zhou Xiaogang claimed that it was inconvenient for them, as bank employees, to hold shares, the three parties verbally agreed that Zhang Yali would hold the shares on their behalf. Therefore, all the equity of Company A was registered in the name of Zhang Yali in the industrial and commercial registration. Now, Company A is involved in a debt dispute, and Mr. Zhou Xiaogang is not actively fulfilling his corresponding obligations. To protect her rights and interests, Zhang Yali has entrusted someone to handle the matter on her behalf.Wang DongThe lawyer filed a lawsuit, requesting that the 80% equity held on behalf of others be transferred to Zhou Xiaogang and Liu Yang's names.

II. The focus of the case

  • Focus 1: Does the agreement on equity transfer and holding exist?If there is no written agency agreement, can the agency relationship be determined based on other evidence?
  • Focus 2: Whether the defendant actually participated in the company's operations.Whether Zhou Xiaogang actually controls the company is related to the identification of the anonymous shareholder's status.
  • Focus Three: How to Determine the Proportion of Shares Held on Behalf of Others.80% of the held shares and whether Liu Yang and others are also undisclosed shareholders.

III. The professional intervention of Hengluo Law Firm

The plaintiff alleged that:Zhang Yali claimed that she agreed orally to hold 80% of the shares on behalf of others, and requested that the shares held on behalf of others be transferred to the names of Zhou Xiaogang and Liu Yang.

The defense argued that:Zhou Xiaogang and Liu Yang denied acting as nominal shareholders, claiming that there was no written or oral agreement, that Zhang Yali could not specify the shareholding ratio, and that the industrial and commercial registration listed him as the sole shareholder. They argued that the non-payment of the registered capital was an act of "goodwill" rather than a shareholder's investment. Liu Yang, as a bank employee, was not allowed to engage in business activities, and Zhang Yali's voluntary change of address and cancellation of tax certificates proved that she recognized their relationship as unrelated.

Hengluo Lawyer's Agency Opinion:Wang DongThe lawyer submitted multiple sets of key evidence: In the WeChat group "B Beijing Family Group", Zhou Xiaogang proposed "increasing capital by 20% and 80%" on August 16, 2024, "returning your shares" and "cooperating with the transfer of legal person" on September 6, and privately chatted about "transferring 100,000 yuan to Zhang's account for the payment of registered capital"; on August 27, 2024, Liu Yang mentioned the adjustment of equity ratios and management division in a phone call; Zhou Xiaogang signed a cooperation agreement with Tianjin B Sports Training Center in his personal name to pay a franchise fee of 50,000 yuan, which was actually used by Company A; Zhou Xiaogang participated in handling company affairs such as the termination of house leases and compensation for students. This proved that the agreement of holding shares on behalf of others was established and that Zhou Xiaogang actually controlled the company.

IV. Outcome of the case

The court held that: The key to establishing a nominee relationship lies in the mutual consent. Zhou Xiaogang's WeChat message "transfer 100,000 yuan for the payment of registered capital" and Zhang's acknowledgment constitute an expression of intent to subscribe to the capital, which is sufficient to determine the existence of a nominee agreement. Zhou Xiaogang played a decisive role in the site selection, decoration, and business registration of the company, as well as in project negotiation and personnel matters. Financial decisions required his approval, and personal agreements were signed to benefit the company, which far exceeded mere "goodwill". This meets the characteristics of actual control by shareholders. Zhang admitted to holding 80% of the shares, and Zhou Xiaogang's consent and actual control mutually corroborated each other, confirming that Zhou Xiaogang held 80% of the shares. Since there was no evidence of Liu Yang's consent to act as a nominee, this was not recognized. According to the Company Law and relevant judicial interpretations, Zhou Xiaogang and A Company shall assist Zhang Yali in transferring 80% of the shares to Zhou Xiaogang within seven days; the claims against Liu Yang are dismissed; and the court fees shall be borne by Zhou Xiaogang and A Company.

5. Henglu Law Firm's Advice

The equity transfer agreement is the core basis for dispute resolution, and it is recommended to be drafted and reviewed by a professional equity lawyer. In the absence of a written agreement, WeChat records, call recordings, and evidence of payments and operational participation can form a chain of implied consent to equity transfer. This case is handled by Beijing Henglu Law Firm [Wang DongThe lawyer (practice license number: 11101201910090334, subject to the document issued by the judicial administrative organ) acts as an agent. In this case, the lawyer uses a complete chain of evidence to penetrate the industrial and commercial registration and restore the truth of the nominee holding shares.

VI. Common Questions About Equity Disputes FAQ

  1. Q: How can we prove that the shares are held on behalf of others if no agency agreement has been signed?
    A: The court can determine the agency holding relationship based on the chain of evidence such as WeChat records, call recordings, payment receipts, and evidence of participation in business operations.
  2. Q: What should I do if the shareholders and actual controllers registered in the industrial and commercial registration are not consistent?
    A: The actual investors or undisclosed shareholders may request to confirm the agency holding relationship and change the industrial and commercial registration. They need to prove the agency holding agreement and actual control.
  3. Q: Can unpaid capital contributions be deemed to be held on behalf of others?
    A: Under the subscribed capital system, the key to establishing a holding arrangement is mutual consent. Even if the capital has not been actually paid, if there is an expression of intention to subscribe to the capital, the holding arrangement can still be recognized.
  4. Q: What should I do if the nominal shareholder refuses to cooperate with the transfer of ownership?
    A: A hidden shareholder can sue to request disclosure of his identity, and use the effective judgment to require the company to assist in handling the registration of equity changes.
  5. Q: What are the legal risks of holding assets on behalf of others?
    A: There are multiple risks involved, including the validity of the agreement, compliance with contractual terms, and industry supervision. It is recommended to entrust a professional lawyer to draft and review the agreement to reduce risks.