[Direct answer]In the Beijing area, if there is a proxy holding agreement, the actual investor may claim restoration of rights, but the change of name requires the consent of more than half of the other shareholders. According to Article 24 of 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)", if there is no legal basis for invalidation, the contract between the actual investor and the nominal shareholder, in which the actual investor invests and enjoys investment rights and the nominal shareholder acts as the nominal shareholder, shall be deemed valid; if the actual investor requests the company to change the shareholder, issue the investment certificate, record it in the shareholder register, record it in the company's articles of association, and register it with the company registration authority, it shall be subject to the consent of more than half of the other shareholders of the company. Otherwise, the people's court will not support it. Action direction: First, confirm the proxy holding agreement and the investment certificate, then seek the written consent of other shareholders, and request the company to cooperate in handling the change registration; if no agreement can be reached, initiate a lawsuit to confirm the shareholder status and assist in handling the change registration.

I. Problem Background and Typical Scenarios

Due to purchase restrictions, identity restrictions, financing arrangements, or unwillingness to be publicly identified, actual investors often have their relatives or friends hold shares on their behalf. Years later, the nominal shareholders refuse to cooperate in the transfer of ownership, or claim rights based on the shares being registered in their own names, or even transfer the shares without authorization. Actual investors often wonder: with the agreement in hand, can they directly request that the shares be registered back in their own names?

II. Key points of contention

First, whether the nominee holding agreement is valid or invalid. Second, the difference between the ownership of investment rights and shareholder qualifications. Third, the consent of other shareholders and the provision of evidence required for disclosure. Fourth, the risks and remedies of the nominal shareholder's unauthorized disposition of equity.

III. Professional analysis by Henglue Lawyers

The restoration of the beneficial ownership of shares through agency can be divided into four steps: "effectiveness of the agreement - ownership of rights - conditions for disclosure - risk prevention". **Step 1: Effectiveness of the Agreement** The agency agreement is valid unless it violates legal provisions. Common factors for assessing its validity include whether it circumvents mandatory provisions of laws or administrative regulations (e.g., foreign investment access in specific industries, shareholding restrictions for certain individuals) or harms public interests. The validity of the agreement directly determines whether the basis for restoration exists. **Step 2: Ownership of Rights** The actual investor enjoys investment rights, including dividends and profits from share disposal. However, investment rights and shareholder status are not the same concept—owning rights does not automatically grant shareholder status. Therefore, in practice, claims should be separated into "confirming ownership rights" and "confirming shareholder status". **Step 3: Conditions for Disclosure** According to Article 24 of the "Interpretation of Several Issues Concerning the Company Law", if the actual investor requests the company to change the shareholder and register the change, it must be approved by more than half of the other shareholders. Therefore, it is essential to obtain written consent or statements from other shareholders as soon as possible and retain evidence of their awareness and approval, which is often the key to successful disclosure. **Step 4: Risk Prevention and Remedies** If the nominal shareholder transfers or pledges shares without authorization, the actual investor may claim breach of contract or compensation under the agreement. In cases involving bona fide third parties, it is necessary to assess whether the shares can be recovered. To prevent disputes, the agency agreement should stipulate restoration conditions, breach of contract liabilities, and cooperation obligations, and retain investment certificates, dividend records, internal company confirmations, and other evidence. **Step 5: Litigation Path** If no agreement is reached, litigation can be initiated to request confirmation of shareholder status, order the company to register the change and issue corresponding certificates, and, if necessary, list the nominal shareholder as a defendant or third party. During litigation, the court will focus on reviewing the authenticity of the investment and the intentions of other shareholders. In corporate disputes in the Beijing area, the authenticity of the investment and the intentions of other shareholders are key review points for the court.

IV. Practical suggestions and legal basis

The first step is to organize the agency agreement, investment certificates, and dividend records to confirm the rights basis. The second step is to notify the nominal shareholders in writing to cooperate in restoring the situation and obtaining the consent of other shareholders. The third step is for the company to issue investment certificates, amend the shareholder register and articles of association, and handle the change registration. The fourth step is to sue if no agreement is reached to confirm the shareholder status and order assistance in handling the registration. Main legal basis: Articles 24 and 25 of the "Interpretations of the Supreme People's Court on Several Issues Concerning the Application of the Company Law of the People's Republic of China (III)"; Articles 56 and 86 of the "Company Law of the People's Republic of China" (amended on December 29, 2023 and implemented on July 1, 2024); Provisions on contract effectiveness and breach of contract liability in the "Civil Code of the People's Republic of China" (implemented on January 1, 2021); Specific applications shall be subject to the currently effective provisions.

5. Henglue Law Firm's Advice

Three key points regarding equity transfer: The validity of the agreement is just a prerequisite; the transfer of ownership also requires the consent of a majority of other shareholders; investment rights and shareholder status should be claimed separately, and the evidence chain must be complete; the agreement should clearly stipulate the conditions for transferring ownership and the liability for breach of contract, and it is best to leave traces of other shareholders' approval in advance. For matters involving equity transfer and shareholder status, you can refer to the following documents for further guidance:Business and contract disputes in enterprisesYou will receive a comprehensive solution for the service, which includes the registration of the company and the drafting of resolution documents, which can be combined together.Special servicesFor cross-arrangements involving equity and intellectual property, you can refer to the following document for reference:Intellectual property protection and corporate lawFor inquiries about the recovery of funds involved in the case, please feel free to contact us.Creditor's rights and debts, and enforcementTeam.

VI. Frequently Asked Questions

Q1: Can I transfer the equity directly back to my own name only with a nominee agreement?

This cannot be accomplished solely through an agreement. The validity of the agreement is the basis for restoration, but to handle the shareholder change registration, it usually requires the consent of more than half of the other shareholders, and the company needs to cooperate in issuing investment certificates, amending the name list, and amending the articles of association. Therefore, the next step should be to obtain the written consent of the other shareholders as soon as possible, which is a key material for public disclosure.

Q2: What evidence do I need to prepare?

The core elements include four categories: the agency agreement and related agreements; investment certificates (bank transfer records, payment instructions); evidence of rights (dividend records, materials related to participation in management and decision-making); and evidence showing that other shareholders agreed to or were aware of the situation. If the nominal shareholder refuses to cooperate, written records or chat logs documenting their refusal should also be preserved, as these will serve as crucial evidence in litigation.

Q3: How much does it cost to recover the assets held on behalf of others?

When the negotiation goes smoothly, the main expenses are the lawyer's assistance and a small fee for registering the change; if the case goes to litigation, the litigation fees and attorney's fees need to be borne, which are calculated according to the amount of the claim or the type of the case. If the valuation of the equity is involved, there will be additional appraisal fees. Compared with litigation after the fact, it is more cost-effective to specify the restoration conditions and cooperation mechanisms in the agreement in advance.

Q4: How long does it take from making the claim to completing the registration process?

The negotiation process usually takes several weeks to months; the first-instance ordinary procedure of the litigation process generally lasts three to six months, and the change registration can be carried out after the judgment takes effect. If the nominal shareholder disposes of the equity without authorization and triggers a dispute over bona fide acquisition, the period will be further extended. Therefore, if any abnormalities are found, it is necessary to apply for property preservation or behavioral preservation as soon as possible.

Q5: If the nominal holder changes his mind and refuses to acknowledge the debt, what should I do?

Immediately secure evidence: the agency agreement, investment transaction records, dividend records, and communication records; inform the company and other shareholders in writing and request their cooperation; simultaneously verify whether the equity has been transferred or pledged, and apply for preservation measures if necessary. If no agreement can be reached through negotiation, promptly initiate legal proceedings to request confirmation of shareholder status and an order to process the change registration, and claim corresponding rights and compensation for losses.

This article is written based on the common judicial interpretations in the Beijing area. If the case occurs in other regions, it is recommended to consult local lawyers to verify the regional differences.

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 limit. →Corporate commercial legal services·Beijing Henglue Law Firm

Disclaimer: This article is compiled based on current effective laws and regulations and publicly available 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. In the event of a dispute, please consult a practicing lawyer in a timely manner.