Practical learning and sharing of the case of "named investment, actually lending"

On the afternoon of March 14, 2025, in the Denghu Classroom, Lawyer Assistant Mo Shida brought a practical learning sharing on the theme of 'investment, but actually lending' cases. This sharing explores in depth the judicial judgment standards for disputes over 'real debts of famous stocks' through typical case analysis and legal application interpretation.

At the beginning of the lecture, Assistant Mo clearly pointed out in her sharing that 'investment is actually borrowing', commonly known as 'famous stocks and real bonds', is a legal relationship that involves investment as an external manifestation, but actually aims to preserve capital and ensure returns. Its core features are mainly reflected in the following three aspects:

1. Single role of investors: Investors only sign so-called partnership or equity investment agreements, do not participate in actual business management, and do not enjoy corresponding decision-making rights, information rights, and other shareholder or partner rights.

2. Unequal returns and risks: The 'investment agreement' signed by both parties clearly stipulates that investors enjoy fixed returns, recover principal upon maturity, and do not need to bear operational risks, which completely lacks the essential characteristics of sharing returns and risks in investment cooperation.

3. Lack of legal procedures: Investors often fail to fulfill the legal capital contribution procedures, such as not registering with the industry and commerce bureau, or covering up the fact that they are not true shareholders or partners through signing proxy agreements.

In order to help attendees better understand the practical recognition standards of 'investment in name, but actually lending', Assistant Mo conducted a detailed analysis based on typical cases such as (2019) Heiminzhong No. 383 and (2020) Supreme Court Minshen No. 7050. Assistant Mo emphasized that in practice, the determination of whether it is a loan or investment relationship is mainly based on the following points:

1. Business participation: Whether investors participate in business management.

2. Profit and risk bearing: Whether both parties agree that investors enjoy fixed income or returns, but do not bear operational risks.

3. Performance of legal procedures: Whether both parties have fulfilled the legal capital contribution procedures and registered with the industrial and commercial authorities.

Finally, regarding risk prevention in practice, Assistant Mo suggests:

1. Clearly define the nature of the contract: When signing an agreement, the nature of the contract should be clearly defined to avoid legal disputes arising from discrepancies between the contract name and actual content.

2. Improve the terms of the agreement: The rights and obligations of both parties should be clearly defined in the agreement, especially in terms of profit distribution and risk bearing methods, to ensure that the terms are legal and compliant.

3. Retain relevant evidence: During the transaction process, it is necessary to properly retain relevant evidence such as the flow of funds, agreement texts, communication records, etc., in order to safeguard one's legitimate rights and interests in case of disputes.

After listening to the sharing of Lawyer Mo Shida's assistant, every colleague felt that they had benefited greatly. Thank you very much for the sharing from Lawyer Mo Shida today. We look forward to learning more useful knowledge through the Denghu Classroom!