[Direct answer]In the Beijing area, the risks of nominal shareholders focus on the "external liability and internal difficulty of evading responsibility": when the company is in debt, the creditor can directly pursue the nominal shareholders based on the publicity effect of the industrial and commercial registration, and the nominal shareholders cannot use the agency agreement to resist the bona fide creditors; after being pursued for repayment, it is another lawsuit to recover the repayment from the actual investors, and if the actual investors have no property, the recovery will fail; the nominal shareholders may also be subject to restrictions on high consumption and be listed as the debtors; if the actual investors want to be "named", they need to obtain the consent of more than half of the other shareholders. The agency agreement is effective within the nominal shareholders and actual investors, but it cannot resist external enforcement - this is the biggest hidden danger of agency holding.

1. Problem background and typical scenarios

When relatives or friends start a company and ask you to "put your name down as a shareholder", they promise that you'll just be maintaining the appearance and won't contribute any money or bear any responsibilities. However, once the company gets into debt or is involved in lawsuits, you'll become the "enforcee" in the industrial and commercial registration, and your salary card will be frozen and your travel will be restricted—the "debt of gratitude" you agreed to bear will turn into a legal debt, and it will be too late to regret it then.

II. Key points of dispute

First, the publicity effect and adversarial rules of industrial and commercial registration. Second, the nominal shareholders' assumption of external debts. Third, the practical obstacles to internal recourse. Fourth, the threshold for the actual investors to be identified publicly.

III. Professional analysis by Henglue Law Firm

First, the priority of publicity effect: Industrial and commercial registration has the publicity effect against bona fide third parties. The nominal shareholder's agreement with the actual investor is an internal relationship and cannot be used against external creditors. If the creditor relies on the registration to assert rights, the nominal shareholder must first bear external liabilities and then seek internal recovery. This is the core risk point of nominal shareholding. Second, the scope of external liabilities: Company debts - The nominal shareholder is pursued within the scope of the subscribed capital (the subscribed amount is the liability limit. Don't covet the title of major shareholder when registering as a nominal shareholder). Equity enforcement - The enforcement objection raised by the actual investor (based on nominal shareholding) usually cannot preclude enforcement, and the court often rejects it. Contribution liability - If the nominal shareholder fails to make the actual payment, he/she cannot defend himself/herself by saying "the money wasn't mine". Third, the obstacles to internal recovery: After the nominal shareholder pays off the debt, he/she can recover the money from the actual investor according to the nominal shareholding agreement. However, if the actual investor has no assets, is uncontactable, or is also a shell company, recovery is likely to fail. If there is a nominal shareholding agreement (preferably in writing), there is a basis for recovery, but enforcement is difficult in reality. Oral nominal shareholding even lacks a weak basis for recovery. Fourth, the threshold for disclosure: The actual investor requests to confirm the shareholder identity and register as a real shareholder, which requires the consent of more than half of the other shareholders (the consent threshold based on the other shareholders' preemptive purchase rights). The nominal shareholder also needs to cooperate in the cancellation registration and go through the equity change procedure. When the nominal shareholding relationship breaks down, both parties are likely to fall into a stalemate where the actual investor cannot enter and the nominal shareholder cannot exit. Final reminder: Before registering as a nominal shareholder, calculate the three risks - whether the subscribed amount is within your tolerance, whether the actual investor is reliable and has assets, and whether he/she is willing to bear the risk of being executed. If possible, don't register as a nominal shareholder. If necessary, sign a written nominal shareholding agreement and keep the investment proof.

IV. Practical Suggestions and Legal Basis

The first step is to refuse to act as a nominal shareholder beyond one's capacity, with the subscribed amount serving as the liability limit. The second step is to sign a written agency agreement with the nominal shareholder, clarifying the source of the investment and the right to recoup losses. The third step is for the nominal shareholder to promptly recoup losses from the actual investor in accordance with the agreement and safeguard their assets after being sued. The fourth step is for the actual investor to become publicly known after obtaining the consent of more than half of the other shareholders in advance. The main legal basis includes the provisions of the Company Law of the People's Republic of China on shareholder investment and registration effectiveness, and the rules on the rights and obligations of nominal shareholders and actual investors, protection of external creditors, and conditions for becoming publicly known as set forth in the Interpretation of the Supreme People's Court on Several Issues Concerning the Application of the Company Law of the People's Republic of China (III). The specific application shall be subject to the currently effective provisions.

5. Henglu Law Firm's Reminder

Three key points for nominal shareholders: Industrial and Commercial Registration takes precedence in external matters, and a proxy holding agreement cannot protect against creditors; the subscribed capital is the liability cap, so don't overindulge in the title of major shareholder; and obtaining the consent of more than half of the actual investors is necessary to disclose the actual contributor's identity. It's common for recovery attempts to fail in disputes involving equity proxy holding. Those involved in such disputes can seek help through legal channels.Business and contract disputes in enterprisesThe service obtains an overall solution, which involves combining the execution of objections with other measures.Creditor's rights and debts, and enforcement casesFor more information on corporate governance, please refer to the relevant section.Intellectual property protection and corporate lawFor any questions regarding the column, please feel free to consult usSpecial services and other casesColumn.

VI. Frequently Asked Questions

Q1: Do nominal shareholders have to repay the company's debts on behalf of the company?

Creditors can directly pursue the nominal shareholders based on the public disclosure of industrial and commercial registration. The nominal shareholders shall bear liabilities to the outside world within the scope of their subscribed capital, and then they can seek internal compensation from the actual investors.

Q2: Can a holding agreement be used to resist court enforcement?

Generally, it is not allowed. The holding of shares on behalf of others is an internal agreement and does not have the effect of opposing bona fide third parties. The executing objections of the actual investors are often rejected, and the shares can still be subject to forced execution.

Q3: How can a nominal shareholder recover after being investigated?

Pursue recovery from the actual investors according to the written agency agreement and safeguard their property as soon as possible. If the actual investors have no property, the recovery will be difficult, so it is necessary to assess their repayment ability before registering them as shareholders.

Q4: How can an actual investor become publicly known?

The registration of the real name of a shareholder requires the consent of more than half of the other shareholders of the company. The nominal shareholder also needs to go through the equity transfer procedure. If the nominal shareholder and the actual shareholder have a disagreement, it is easy to fall into a stalemate.

Q5: Is there any risk if we verbally agree to hold the shares on behalf of others without a written agreement?

The risks are extremely high. Without a written agreement, there is no basis for internal recourse and it is difficult to prove the nominal shareholder's agency relationship. Once the nominal shareholder assumes legal responsibility externally, it is almost impossible to reverse the situation.

The above Q&A is mainly based on judicial practice in Beijing. There may be differences in the interpretation of the law in different regions. It is recommended to consult a professional lawyer based on the specific circumstances of the case.

If you are currently facing similar problems, it is recommended that you consult a professional lawyer as soon as possible with the necessary evidence to avoid missing the statutory time limits. →Business and commercial legal services·Beijing Henglu Law Firm

Disclaimer: This article is compiled based on the current effective laws and regulations and public adjudication rules, and is for general reference only. It does not constitute a formal legal opinion on specific cases. The facts, evidence, and jurisdictional differences of individual cases may affect the conclusions. If a dispute arises, please consult a practicing lawyer in time.