Resumen de Problems from the legal ambiguities of nominee shareholding agreement in China

Meng Lin

• This research critically examines the legal ambiguities surroundingnominee shareholding agreements in China, a practice increasingly prevalent withinthe corporate sector yet inadequately regulated under existing statutoryframeworks. Relying on doctrinal legal analysis and comparative legal methods, thestudy identifies significant gaps in the Company Law and Civil Code, judicial inconsistencies in recognising beneficial ownership, and procedural barriers facedby anonymous shareholders. The findings reveal that while Chinese courts generallyuphold nominee agreements as valid contracts, their treatment of shareholder qualification remains fragmented and unpredictable. Comparative analysis of theUnited States, United Kingdom, Germany, and Japan illustrates that balancingprivate autonomy with beneficial ownership transparency is feasible throughtargeted legislative reforms. Although China’s recent regulatory developments, including the introduction of beneficial ownership reporting obligations, represent progress, substantial deficiencies persist regarding the codification and protectionof beneficial ownership rights. The research concludes that comprehensive legislativereform, harmonised judicial interpretation, and integration of international best practices are essential to enhance corporate governance, promote investment confidence, and align China's corporate regulatory framework with global standards. Addressing the nominee shareholding challenges is vital for achieving greater market stability and regulatory integrity.