A contract about shareholder contributions!

You are the actual shareholder, they are the nominee shareholder. Your rights and interests can only be safeguarded through an agreement. The agreement is more complicated, and it is recommended that you hire a local lawyer to draft it.

Although you are not an actual shareholder registered in the industrial and commercial register, you can act as the legal representative, which is a way for you to control the company.

Risk: If you are a civil servant and cannot start a company, then the agreement you signed with the nominee shareholder is invalid; If you can start a company, then you can sign a corresponding agreement with them, and specify the ** of the capital contribution and the permissions you grant them. However, your agreement is only valid between you and the nominee shareholder, and cannot be used against an unwitting third party, which means that you cannot prevent the nominee shareholder from transferring or mortgaging his shares.

There are no clear provisions in the law on nominee shareholding, but the court has relevant judgments to support and recognize the validity of the nominee shareholding agreement, so if you do not belong to the legal restrictions in the subject, the above risks still belong to the controllable category, but because this involves many professional issues, it is recommended to find a local company law lawyer to help you operate, if you are in Beijing, we can also serve you, for which we have operated many cases.

Feel free to hit me if you need to**.

Equity related issues can go to Facaida Consulting, this company is specialized in equity, and the double team of special lawyers and special accountants handles the case, with a higher degree of professionalism.

When the promoter establishes a company, the shareholders' agreement is an indispensable link, which is not only a necessity to protect the rights of itself and all parties, but also a necessary material for the establishment and registration of the administrative department for industry and commerce. A simple shareholder agreement should at least contain the company's basic information, investor information and capital contribution agreement, dividend mechanism, exit mechanism and other terms, the following is a brief introduction to the arrangement and key points of the specific terms: first, generally first briefly describe the purpose of establishing the company, the background of the agreement, and set the tone for the shareholders' agreement; Secondly, the investor's capital contribution amount, time of capital contribution, method of capital contribution and other information should be listed in detail, so that all parties can supervise each other whether they still perform their capital contribution obligations in accordance with the agreement during and after the establishment of the company; Next, the dividend mechanism of the company should be determined according to the results of consultation and negotiation between all parties, and the shareholder withdrawal mechanism should also be stipulated in the agreement, and the establishment of the company is not a random decision, and should be considered in the long run. Finally, in order to ensure that the interests of all parties are protected fairly and lawfully, it is recommended to stipulate a detailed liability for breach of contract in the agreement, so as to determine the way to deal with subsequent disputes, and at the same time, it can also be used as strong evidence in the litigation procedure.

The equity contribution agreement needs to clarify the equity share, equity valuation, capital contribution period, profit distribution, debt assumption, shareholder voting rights and other issues, and the equity contribution agreement needs to be drafted according to the specific situation, and it is recommended to entrust a lawyer to draft it.

Legal basis: Interim Measures of the People's Republic of China for the Administration of Equity of Commercial Banks Article 48 If a shareholder of a commercial bank or its controlling shareholder, actual controller, related party, person acting in concert, ultimate beneficiary, etc., has any of the following circumstances, causing the commercial bank to violate the rules of prudent operation, the CBRC or its dispatched agency may, in accordance with the provisions of Article 37 of the Banking Supervision Law of the People's Republic of China, order the controlling shareholder of the commercial bank to transfer its equity; Restricting the rights of shareholders of commercial banks to participate in operation and management, including the right to request the convening of a general meeting of shareholders, the right to vote, the right to nominate, the right to make proposals, the right to dispose of, etc.: (1) making false capital contributions, making false capital contributions, withdrawing capital from Lawei capital, or withdrawing capital contributions in disguise; (2) Using entrusted funds, debt funds, or other non-self-owned funds to invest in shares in violation of regulations; (3) Holding equity on behalf of others in violation of regulations; (4) Failure to make a report in accordance with provisions; (5) Refusing to provide documents and materials to commercial banks, the CBRC or their dispatched agencies, or providing false documents and materials, concealing important information, or delaying the provision of relevant documents and materials; (6) Violating commitments or the articles of association; (7) The major shareholders or their controlling shareholders or actual controllers do not meet the regulatory requirements stipulated in these Measures; (8) Carrying out related party transactions in violation of regulations; (9) Carrying out equity pledges in violation of regulations; (10) Refusing or obstructing the CBRC or its dispatched agencies to conduct investigations and verifications; (11) Failing to cooperate with the CBRC or its dispatched agencies in carrying out risk disposal; (12) Other abuses of shareholder rights or failure to perform shareholder obligations, harming the interests of commercial banks, depositors or other shareholders.

Legal analysis: The equity contribution agreement needs to clarify the equity share, equity valuation**, capital contribution period, distribution of profits, debt assumption, shareholder voting rights and other issues, and the equity contribution agreement needs to be drafted according to the specific situation, and it is recommended to entrust a lawyer to draft.

Legal basis: "Interim Measures of the People's Republic of China for the Administration of Equity of Commercial Banks" Article 48 If a shareholder of a commercial bank or its controlling shareholder, actual controller, related party, person acting in concert with the old nuclear actor, or ultimate beneficiary of the bank has any of the following circumstances, causing the commercial bank to violate the rules of prudent operation, the CBRC or its dispatched agency may, in accordance with the provisions of Article 37 of the "Banking Supervision and Administration Law of the People's Republic of China", order the controlling shareholder of the commercial bank to transfer its equity; Restricting the rights of shareholders of commercial banks to participate in operation and management, including the right to request the convening of a general meeting of shareholders, the right to vote, the right to nominate, the right to make proposals, the right to dispose of, etc.: (1) making false capital contributions, making false capital contributions, withdrawing capital contributions, or withdrawing capital contributions in disguise; (2) Using entrusted funds, debt funds, or other non-self-owned funds to invest in shares in violation of regulations; (3) Holding equity on behalf of others in violation of regulations; (4) Failure to make a report in accordance with provisions; (5) Refusing to provide documents and materials to commercial banks, the CBRC or their dispatched agencies, or providing false documents and materials, concealing important information, or delaying the provision of relevant documents and materials; (6) Violating commitments or the articles of association; (7) The major shareholders or their controlling shareholders or actual controllers do not meet the regulatory requirements stipulated in the Demolition Law; (8) Carrying out related party transactions in violation of regulations; (9) Carrying out equity pledges in violation of regulations; (10) Refusing or obstructing the CBRC or its dispatched agencies to conduct investigations and verifications; (11) Failing to cooperate with the CBRC or its dispatched agencies in carrying out risk disposal; (12) Other abuses of shareholder rights or failure to perform shareholder obligations, harming the interests of commercial banks, depositors or other shareholders.

Legal basis: Company Law of the People's Republic of China

Article 28 Shareholders shall pay in full and on time the amount of capital contributions subscribed by them as stipulated in the articles of association. If the shareholder makes a monetary contribution, the full amount of the monetary contribution shall be deposited into the bank account opened by the limited liability company; Where non-monetary assets are used to make capital contributions, the formalities for the transfer of property rights shall be completed in accordance with law.

If a shareholder fails to pay the capital contribution in accordance with the provisions of the preceding paragraph, in addition to paying the full amount to the company, it shall also bear the liability for breach of contract to the shareholder who has paid the capital contribution in full on time.

Article 78 To establish a share, there shall be two or more than two and less than 200 initiators, of which more than half of the initiators must have a domicile in China.

Article 79 The promoter of the stock **** shall undertake the preparatory affairs of the company.

The promoters should sign a promoter agreement to clarify their respective rights and obligations in the process of company establishment.

Article 185 The liquidation group shall notify the creditors within 10 days from the date of its establishment and make an announcement in the newspaper within 60 days. The creditor shall, within 30 days from the date of receipt of the notice, and within 45 days from the date of announcement if it has not received the notice, declare its creditor's rights to the liquidation group.

When a creditor declares a creditor's right, it shall explain the relevant matters of the creditor's right and provide supporting materials. The liquidation group shall register the creditor's rights.

During the declaration of creditor's rights, the liquidation group shall not pay off the creditors.

Article 186 After liquidating the company's assets and compiling the balance sheet and property list, the liquidation group shall formulate a liquidation plan and report it to the shareholders' meeting, the general meeting of shareholders or the people's court for confirmation.

The company's property is distributed according to the proportion of shareholders' capital contributions, and the shares are distributed according to the proportion of shares held by shareholders.

During the liquidation period, the company shall continue to exist, but shall not carry out business activities unrelated to the liquidation. The company's property shall not be distributed to shareholders until it is repaid in accordance with the provisions of the preceding paragraph.