Study Of A Number Of Legal Issues Of The Shareholders' Register

It is a compulsory requirement in the corporation laws of all the countries that the corporation should make the share register. The share register is the inner paper of a company, mainly recording the information of the shareholders and their contribution or shares. And it is very important and significant to the company, the shareholders, the creditors and the public. As to the company, the share register can help the company to confirm the shareholder's qualification in certain moment, which is therefore conducive to the company's delivery of the proposal of the shareholder's meeting, the allocation of the dividends and so on; As to the shareholders, the share register, as an important evidence to prove the shareholder's qualification, is conducive for the shareholders to protect their own legislative rights and interests. At the same time, the shareholders can acquire finance through collateralizing their own equity, which must be registered in the share register to make it valid; While to the creditors and the public, the share register is good to decide who will bear the duty when the company has violated the law and needs to investigate and affix its shareholder's legal duty. On the other hand, the creditors and the public can make sure if the company's equity has been collateralized through inspecting the share register, which in turn protects the safety of the transaction. In this sense, the share register not only plays an important role in the Corporation Law, but also in the Guarantee Law because it also involves the issue if the collateralization of the equity is born or not.This article mainly deals with several legal issues of the share register, including its concept and legal nature, its making, its recording issues and its effects.According to the traditional corporation law, the share register is a kind of written document of the company. Therefore, it is a legal document in compulsory form. However, with the development of the IT in the companies,the share register can also be kept in electronic form. So the author holds that there are two forms of the share register, including the written form and the electronic form. Regarding the legal nature of the share register, few scholars have summarized this. The author holds that the legal nature of the share register is a compulsory book with the technical characters of the commercial law, recording the information of the legal shareholders.The legal issues of making of the share register involve the subject, the place, the time, and the inspection The company is the one who bears the duty to make the share register and the company's board of directors is the organization who bears the duty. The board of directors is the representative organization of the company and when the board of directors fails to fulfill the obligation of making the register, the company should be the first to shoulder the responsibility and the company can ask the director concerned to pay back. As the compulsory legal document of the company, the share register should allow the public, including the creditors to inspect. The right of inspecting is sure to include the right to duplicate. However, in order to make sure the performing of the right to inspect doesn't influence the company's legal rights and interests, the corporation law in many countries sets certain restrictions on the right to duplicate or to inspect. The author suggests that our nation's corporation law should also set certain restrictions on the details of performing the right to inspect in light of the comparatively mature legislation.The author maintains that the recording issues in the share register should be divided into absolute recording issues, comparative recorded issues and arbitrary recording issues. The author also raises the essential elements comprising the share register: first, the name or title of the shareholder; second, the contribution of the shareholders or the shares held by each shareholder. The share register will be invalid if in lack of any one of the item, that is, the share register will have no legal effect. The alteration of the recording issues should comply with certain procedure This article mainly discusses the alteration of the recording issues of the nominalshareholder. The company should conduct substantial investigation rather than a formal one into the nominal alteration.The legal effects of the share register include the right assumption effect, defending effect, free of duty effect and publication effect. And as to the defending effect, there are three different theories. The first is the theory of one- party-valid, that is, "it is not allowed to defend the company" is only valid to those who are not the nominal substitutes (the actual shareholders).It means that the one who has acquired the shares should not claim the qualification of the shareholders, but the company can acknowledge him as the shareholder. The second is the theory of both -party-valid, that is, "it is not allowed to defend the company" is valid to both those who are not the nominal substitutes (the actual shareholders) and the company. It means that not only the ones who have got the actual shares are not allowed to claim the qualification of shareholders, but also the company is not allowed to acknowledge him as the shareholder. The third is the new theory of one-party- valid, which holds that the share register is only valid to the company but not to the shareholders. This is because the shareholders can apply to the court for to alter the share register, requiring their names to be registered or deleted while the company does not have such a right. The author holds that the both-party-valid theory should be adopted in the effect of defending the company.The main structure of this article is as follows: introduction; Chapter One mainly discusses the basic issues of the share register, mainly including the concept and legal character and nature of the share register; Chapter Two mainly illustrates the legal issues of the arrangement of the share register, which is further divided into the subject, time, place of the arrangement and the looking up of the share register; Chapter Three mainly illustrates the recording issue of the share register. Chapter Four mainly discusses the legal effects of the share register and emphasized the legal effect of the shareholder in their transfer and the collateralization of the equity. Chapter Five is the conclusion of this article, which are mainly some conclusionsconcerning the share register drawn on the basis of the illustration of the previous four chapters.