关键词: 实际出资人, 隐名出资, 执行异议之诉, 外观主义, 利益衡量

Abstract: The execution objection litigation by the actual contributors is another difficult problem derived from the identification of the shareholders’qualification of a limited liability company;both anonymous capital contribution and the change of equity base relation will lead to these kinds of lawsuits.In view of the widespread phenomenon of“same cases with different judgment”in judicial practice,the theoretical circle has formed two completely different views,i.e.,“preferential protection of right appearance”and“questioning of preferential protection of right appearance”.In order to make up for the“avoidant property”,“insufficiency”and“logical loopholes in argument”in the existing researches,and to break the“no solution”dilemma in disputes,we can measure the interests adequately on the basis of summarizing and listing the specific interests involved in the“contract regulation”and the“public right regulation”,and gain the value orientation of interest protection combined with the social effect of interest protection.As a system tool,the“appearance standard of rights”is exactly in line with the value orientation.It is unfair to strictly apply the substantive law to resolve disputes at the stage of“validating equity transfer contract + company receiving notification and recognizing”.Therefore,we can introduce the equity objection registration system by referring to the German Limited Liability Company Law and endow the actual contributors (equity transferee) the right to withstand the registered shareholder creditors.

Key words: actual contributors, anonymous contribution, execution objection litigation, rechtsschein theorie, interest measurement