Trying To Analyze Limitation Of The Shareholder-qualification

The company is founded by shareholders, thus the research and discussion on limitation of the shareholder-qualification has very important significance in the company itself and its practice without doubt. It's pity to that the present corporate statutes only refers to it little and there is not system regulations on it. And there is only mention on some one problem in theories about it too. I try my best to make some idiographic discuss on the field, on which is not paid any attention.The first chapter discusses several basic theory problems. The first period analyzes various definitions on the shareholder, which have their own defectiveness. And defining shareholder has the danger to limit it. Therefore I only express the characteristics of the shareholder from its form and essential characteristics rather to define it. The second period discusses the shareholder-qualification from the qualification of ability and modality. The third period is about the acquisition of the shareholder-qualification including original acquisition and derivative acquisition and various cases in losing the qualification. The fourth period analyzes the relations between the shareholder-qualification and the shareholder's rights. And I think the qualification is the base and premise of the shareholder's rights. The second chapter is about several aspects on cognizance of the shareholder-qualification. The first period talks about the legal significance of cognizance of the qualification from ensuring the rights and interests of the company, shareholder and the third party. The second period analyzes concretely the proof. When resolving the disputes about cognizance of the shareholder-qualification, we should make a decision considering the dispute about between the company and its shareholders or between the company and the third party. Regarding the qualification's form characteristic, mainly for the external, it should emphasize its public announcement. The register of the administrative department is the evidence in public announcement of which efficacy is precede to other form proof. However, the essential characteristic is mainly for the inside of the company and should stress true meaning between shareholders. Therefore, the articles of incorporation have the highest efficacy.In the third chapter, I analyze the original shareholder-qualification's limitations. The first period discusses about the limitation of natural person as a company promoter from his disposing capacity, habitation, nationality and the special profession. In my mind, the nature person only needs right capacity, not needs disposing capacity as the promoter of a corporation. The second period is concerned on the limitations of artificial person and partnership business as the promoter of a corporation and analyzes the limitations of several types of artificial persons and partnership business in detail. The third period analyzes the limitation of the shareholder-qualification for the doers with expenditure of illegal fund or false capital contribution or secretly withdrawing funds. And I think the doers should been deprived of their shareholder-qualification. The fourth period discusses the limitation of the qualification of defective shareholder in form in reality. The fourth chapter refers the limitation of derivative shareholder-qualification of the incorporated company and Limited Liability Company. The first period analyzes the company as being the shareholder of itself. The second period is about the limitation of transfer shareholder's rights of the incorporated company, including concourse, manner, and limiting the special persons. Besides, it's quite unreasonable to exclude the minors from buying and selling stock in practice and needs to amend rules. The third period is concerned on the limitation on derivative shareholder-qualification of Limited Liability Company, mainly discusses from the transfer and succession of shareholder's rights. The problem here is how to make statutes have maneuverability in practice.The fifth chapter concerns the value tropism and remedy of the defect on the limitation of shareholder-qualification. The first period expresses the value tropism of the limitation of the qualification, which is to support to reduce and even no the limitation of shareholders under ensuring business order and safety, but protests limiting even denying the shareholder-qualification without the premise. The second period aims at the legal defect, puts forward five advices to perfect the legislation and three principles to solve problems in practice.