Can investments not be recovered by shareholders' investment funds?

I am full of joy to invest in the project, but no profit has been seen in 3 years. If I want to recover the investment, I have been rejected. Investor Hu Mou was full of grievances and filed a lawsuit with the court. How did Hu Mou's investment invested, can you still have to return?

In October 2017, Hu Mou and a company (hereinafter referred to as "a certain company"), the legal representative, verbally agreed that Hu Mou invested 250,000 yuan to become a shareholder of a company with a shareholding ratio of 5%.

Hu transferred to a company 250,000 yuan in accordance with the agreement, thinking that he had invested in a good project and waited for dividends.

Who knows that in the past three years, in addition to attending a equity distribution meeting, Hu Mou has not participated in the company's operations and signed a conference records produced by a company and signed the files of shareholders. Essence After inquiring from many parties, Hu learned that there were 6 people who were similar to him. In December 2020, Hu and five of them submitted a written check -up application to a company. A company convened a shareholders' meeting to agree to Hu and others to consult the company's accounting account book and shareholder register between 2017-2019. The results showed that there were only two shareholders in the company's industrial and commercial registration, and the corresponding registered capital was not added.

After investing in 250,000 yuan, it did not become shareholders. Under anger, Hu asked a company to refund his investment. However, a company is already a shareholder of the company. According to relevant regulations, after the shareholders' investment, their investment funds have become the company's property. The shareholders cannot withdraw the funding. A certain investment funds. In August 2021, Hu Mou sued a company to the Kashgar People's Court.

The focus of the controversy in this case is whether Hu can be identified as a shareholder of a company?

According to Article 25, 26, 31, and 32 of the "Company Law of the People's Republic of China", the identification of shareholders shall be determined from the company's articles of association, investment behavior, funding certificate, register of shareholders, and shareholders registers, and shareholders registers, and shareholders registers, and shareholders registers, and shareholders registers, and shareholders registers, and shareholders registers, and shareholders registers, and shareholders registers, and shareholders registers, and shareholders registers, and shareholders registers. Considering factors such as industrial and commercial registration.

The court determined that after receiving the investment payment of Hu in the name of investing in the name of investment, Hu has not been loaded into the company's articles of association and incorporated into industrial and commercial registration. Without corresponding increases, the company's original two shareholders did not transfer their shares under their own name to the plaintiff's name to the plaintiff.

In addition, although a company has produced a statement of capital capital capital, the form does not have the legal content that the shareholder register should have, and it does not belong to the shareholder roster. Therefore, a company has not recorded Hu's shareholders' shareholders.

Article 4 of the "Company Law of the People's Republic of China" stipulates the rights of shareholders, and the company's shareholders shall enjoy the rights of asset income, participate in major decisions and select managers in accordance with the law.

In the case, since the capital contributed, he had not participated in the management of a company, nor received the profit distribution of a company, and did not enjoy the main rights of the company's shareholders. In fact, not only did a company not register Hu as a shareholder, but also claimed that the company had not made a profit for three years, so he did not divide Humou. Therefore, the court determined that the actions of a company received Hu's money were named as borrowing.

At the end of 2021, the court ruled that a company returned Hu's investment and paid the corresponding interest of more than 270,000 yuan.

Judge remind

The essential characteristics of the borrowing behavior are that the borrower pays the principal and interest according to the contract after the loan expires, which has the characteristics of guarantee, and the investment is characterized by high income risks. In real life, the parties are more common for investment, cooperation, partnership, and equity transfer due to an agreement, and there are more disputes caused by it. The judge reminded that when investors invest in the company's requirements, they should sign the contract in a timely manner on the behavior of the investment company, ask for the shareholders register and the funding voucher, inquire about the company's shareholders' information, and request participation in the company's operation and management. To determine that you are an investor for the company, to protect your rights to the greatest extent. The company should also adhere to the principle of honesty and trustworthiness, complete the procedures such as changes in equity with investors, and form a actual investment contract relationship. If the name of the investment borrowing of investment, it still needs to bear legal liabilities such as returning loans and corresponding loan interest.

Pomegranate cloud/Xinjiang Legal Daily reporter Gu Xueli correspondent Chen Ting Li Zhihua

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