On Co., Ltd. Flaw Shareholder Qualification

Company is contact carrier of investors to express their idea and realize goal. How to cognize the identity of investors as shareholders is closely related with their right and responsibility. Making qualification of shareholders certain is preliminary question of boundary and depth to perform right of shareholders (both physical rights and property rights----such as voting right, right to know, right to share profit, and right to litigation of derivative suits). Enacting and implementing of new Company Law of the People's Republic of China makes system of Chinese corporate juridical person more perfect, and the design of internal governance structure have great originality. However, it is short of inspection of social practice on cognizing qualification of shareholder, and there is no standard to make. Especially, if the defective contributed shareholder has qualification of shareholder has not been formulated clearly. It shall be as an important theoretic and practical question. It has no obvious progress for cognizing qualification of shareholder in new Company Law of the People's Republic of China. And it is blank in legislation about if the defective contributed shareholder has qualification of shareholder. It is really a pity. This paper makes in-depth research on cognizing qualification of shareholders and legal system of removing right based on two inland representative cases, with purpose to respond need of judicial practice and using research methods such as empirical analysis, comparative analysis etc. It discusses common standard of cognizing qualification of shareholders and question of removing qualification of defective contributed shareholder. The paper points out important factor affecting cognizing of qualification of shareholders is the standard how to cognize qualification of shareholders under defective financial contribution. Withdrawal system of shareholders is analyzed based on it. It put forwards to use removing system in Germany for reference and to build Chinese removing system in company. Internal conflict caused by closure will be solved through removing system of qualification of shareholders. The viewpoint about how to design substantive and procedure legal system of removing right is put forward at last. It points out that the design of removing of qualification of defective contributed shareholder namely removing legal system shall combine with world economy and social practice, acting locally and grafting effectively. The localization for legal transplant shall be realized. The full function of a good law should be achieved for solving effectively.