Research on Issues Related to Equity Holding by Proxy and the Exclusion of Non-Equity Transaction Creditors from Compulsory Execution

The causes of equity proxy relationships are complex, concealed and diverse, leading to endless theoretical and judicial disputes. The revised Company Law of the People's Republic of China (2024) has taken effect, but does not directly regulate equity proxy relationships, leaving the question of whether actual investors in equity proxy relationships can exclude non-equity transaction creditors from compulsory enforcement still unanswered. Focusing on this issue, this study adopts a literature review method to systematically sort out the relevant theories, precedents and legislative texts. The study finds that the essence of the enforcement procedure lies in achieving substantive justice, and it is not a transactional context. Therefore,‌ the commercial appearance doctrine should not be extended to apply to enforcement proceedings‌, and actual investors should have the right to exclude enforcement based on their substantive rights. A system of "shareholder contribution notes" should be established in the national enterprise credit information publicity system to balance and protect the interests of shareholders, companies and creditors.