在没有代持的情况下，股东要做工商登记，在国家企业信用信息公司系统（或企查查等）可以查询到，有些股东为了规避相关风险，出于某些考虑会进行股权代持，由隐名股东出资，将显名股东登记为股东。

In the absence of proxy holding, shareholders need to do business registration, which can be found in the National Enterprise Credit Information Company system (or Enterprise Check, etc.). Some shareholders, in order to avoid related risks, may engage in proxy holding of equity, with anonymous shareholders contributing capital and registering named shareholders as shareholders.

例如：张三想投资做股东，但出于商业安排、规避竞业限制、身份等原因不方面露面。最终，与李四签订代持股协议，将李四登记为股东。张三算是后老板，也就是所谓的隐名股东；李四是工商登记的股东，是显示股东。这就是张三将股权交由李四代持。

For example, Zhang San wants to invest as a shareholder, but he does not appear in public due to business arrangements, avoidance of competition restrictions, identity, and other reasons. Finally, a proxy shareholding agreement was signed with Li Si, and Li Si was registered as a shareholder. Zhang San can be considered as the rear boss, also known as a hidden shareholder; Li Si is a registered shareholder in the industrial and commercial registration, and is a listed shareholder. This is how Zhang San handed over the equity to Li Si for proxy holding.

股权代持的性质

The nature of equity proxy holding

股权代持是一种委托关系，委托人（隐名股东）可以随时解除代持协议，要求显名股东配合做显名。

Proxy holding of equity is a type of entrusted relationship, in which the principal (anonymous shareholder) can terminate the proxy agreement at any time and request the cooperation of the named shareholder in making the name appear.

股权代持是否被法律认可，是否有效

Whether the equity proxy holding is legally recognized and valid

一般是有效的，如果存在违反法律法规的强制性规定、或者欺诈胁迫、或者违背公序良俗、或者恶意串通等情形可能会被认定为无效。

Generally effective, if there are mandatory provisions that violate laws and regulations, fraud and coercion, violation of public order and good customs, or malicious collusion, it may be deemed invalid.

对于违反《公务员法》中关于公务员禁止从事营利性活动的规定，目前有判例认定为有效，但是仍然存在一定的无效风险。

There are currently precedents that have recognized the violation of the provisions of the Civil Servant Law prohibiting civil servants from engaging in profit-making activities as valid, but there is still a certain risk of invalidity.

帮别人代持股权时要注意的风险及应对方法

Risks and coping strategies to be aware of when holding equity on behalf of others

1、隐名股东自行解除合同且不支付报酬

1. Anonymous shareholders voluntarily terminate the contract without paying remuneration

解决方法：要在协议中明确约定报酬支付事项和违约责任，便于后续起诉。

Solution: It is necessary to clearly stipulate the payment of remuneration and breach of contract liability in the agreement, in order to facilitate subsequent litigation.

2、隐名股东未实缴全部注册资本，公司资不抵债，公司债权人要求显名股东承担还款义务；

2. The anonymous shareholder has not fully paid up the registered capital, and the company's assets are insufficient to cover its debts. The company's creditors demand that the anonymous shareholder assume the repayment obligation;

解决方法：显名股东在签署代持协议时注意隐名股东的注册资本是否全部实缴，若未全部实缴，建议要求隐名股东缴纳，否则需要在向债权人支付相应款项后，向隐名股东追偿。

Solution: When signing the proxy agreement, the named shareholder should pay attention to whether the registered capital of the anonymous shareholder has been fully paid in. If it has not been fully paid in, it is recommended to require the anonymous shareholder to pay. Otherwise, it is necessary to recover from the anonymous shareholder after paying the corresponding amount to the creditor.

3、如代持股公司涉及司法案件，显名股东有可能会被限制消费或成为失信人

3. If the proxy holding company is involved in a judicial case, the named shareholder may be restricted from consumption or become a dishonest person

解决方法：协议中明确一旦公司经营涉及司法案件，一切责任由隐名股东或公司实际管理者承担。

Solution: The agreement clearly states that once the company's operations involve judicial cases, all responsibilities shall be borne by the anonymous shareholders or the actual managers of the company.