Research On Confirmation Of Qualification Of The Shareholders Case In Zhang Vs Lu Shares Transfering And Capital Increasing

The real investors and registered investors often discord as our company registration form'reviewing,which causes dormant investor and named investor. They are eligible to issue courts for the confirmation of the qualification of the Shareholders. Unfortunately, due to the company's legal system is not perfect, how to identify eligible shareholders of the Company, there are still a lot of doubt.Moreover, the establishment and operation of the corporationgs are not regular at all,it is difficult to tell it on the case practice.different places adopt different methods.This brings about some mess which needs too be regularized.In recent years,there are a number of studies on"the confirmation of the qualification of the Shareholders in the anonymous investment" in both theorists and judicial practice.And also raised some views:the formal theory, the substantive theory and double standars theory. These views to some extent is helpful to recognize and determine the shareholders eligible in theory and judicial practice,but there are some unreasonable. By starting a typical case,this article attempts to explore some judicial problems which are dealed with by the three views and the corresponding countermeasures.This article is divided into five parts, first of all, in the foreword of this article was to clarify the expression keywords, and also summarized five reasons about dormant investment. Then the first part is the case presentation and controversy of the cases, presented several issues need to be addressed.:How to identify shareholders eligible in the anonymous investment? Identify the Anonymous investors as Shareholders or identify the named investors as Shareholders?Or sometimes Anonymous investors is Shareholders and sometimes named investors is Shareholders?What is the standards? The second part, defined the concept of dormant investment and Anonymous investors, distinguished named investors, dry shareholders,obvious shareholders and false shareholders. The third part is to propose a solution. Firstly introduces the terms of qualifications for the shareholders which prescribed by the legislation in force in china. Then introduces three criteria which are supported in general by the current legal theory and judicial practice about confirming the qualification of the shareholders:the formal theory, the substantive theory and double standars theory.Finally pointes out the problem of the three approaches on existence, and proposes two-step theory:first,on the issues identify shareholders eligible, formal elements is prior by substantive elements.Named that, normally the named investors should be identifed as Shareholders,whill anonymous investors can be identified its shareholders only under certain conditions. Second, remedy the interests of the third party acting in good faith by Company shareholders'Voting representation and scheinbare vollmacht. The fifth part is the conclusion of this paper.