Three requirements: actual capital contribution + a nominee agreement (a written agreement or other evidence proving the nominal-holding intent) + the consent of more than half of the other shareholders. In practice, this is often achieved by the nominal shareholder ‘transferring’ the equity back to the actual investor, which triggers the other shareholders’ right of first refusal; under the newly…

If the nominee agreement was signed retroactively during a period of marital tension or pending divorce litigation, the court will focus on reviewing its authenticity. If it is a fictitious nominee arrangement created through malicious collusion to transfer marital property, it is deemed void under Article 154 of the PRC Civil Code, and the equity remains joint property.

If the third party acquired it in good faith (unaware of the nominee arrangement, paying a reasonable price, and having it registered), the equity generally cannot be recovered, and you can only claim damages from the nominal shareholder. If the third party knowingly acquired it despite awareness of the nominee arrangement, you may assert that the transfer is void. As…

The law does not prohibit an oral nominee arrangement, but in divorce proceedings it is extremely difficult to establish a nominee relationship based solely on an oral understanding. The court places a heavier burden of proof on the party asserting nominee holding, and a written agreement is the most central evidence.

The wife has no right to divide the equity itself (which belongs to the actual investor). But if the husband received remuneration or fees for the nominee holding, that income constitutes marital property and the wife is entitled to a share.

The key is twofold: whether statutory procedures have been followed and whether there is a genuine transaction or borrowing basis. Where there is a loan agreement, agreed interest, an internal resolution that was duly passed and actually performed, the matter is generally treated as a loan. Where there is no contract, no resolution, the amount is comparable to the capital…

Yes. The actual investor may participate in the proceedings as a third party and assert that it is the true rights holder. However, it must provide sufficient evidence of the nominee holding. The court will render a decision after comprehensively reviewing the authenticity of the nominee relationship.

Not heartless, and the law does recognize it—but only if payment is made. What is excluded is the “shareholder qualification” (the personal-association interest); the heir still receives fair consideration for the equity. What the courts reject is only a clause that “neither lets them in nor pays them—or pays merely nominal consideration.”

A measured restriction is permissible. The succession clause may provide that “if the heir transfers the equity within X years of acquiring shareholder qualification, the other shareholders have a right of first refusal on equal terms”—this mirrors the preemptive-rights rule under Article 84 of the Company Law and is generally upheld. A complete prohibition on transfer, however, carries higher risk…

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