On The Shareholders Of A Limited Liability Company Identified

ascertning the identity of shareholders in a limited liability company ("LLC") is of great significance in corporate law practice. Most of the times, it is a necessary step to solve disputes arising out of the transfer of shares or to impose liability upon shareholders for their defective contribution.To some extent the new"Corporation Law"solve this issue by stipulating the putative effect of the shareholder roster and the definitive effect of shareholder's administrative registration vis-à-vis third party in connection with ascertning the identity of shareholders in LLCs. But whether the act of contribution, actually enjoying shareholder's rights, articles of corporation or certificate of contribution, etc, can be relied upon as bases of the ascertning the identity of shareholders and the relationship of each other requires further studies.The author makes his own contribution in the discussion of shareholder identification by analyzing some of the bases of identifying shareholders in LLCs, while combining with the new"Corporation Law"and foreign experience in this area.This article consists of four parts. In the first part, the author raises the issue through some cases and illustrates the significance of ascertning the identity of shareholders. The second part revolves around the basic theory in the ascertning the identity of shareholders, which also lay the foundation for the third and fourth part. In the third part the author proposes a general rule through the analysis of some bases in the ascertning the identity of shareholders in LLCs, for e.g., the act of contribution, actually enjoying shareholder's rights, articles of corporation, certificate of contribution, shareholder roster, administrative and registration of shareholder. The article also deals with the superiority between those bases and their respective legal effect. In the fourth part, the author employs his identifying shareholder theory into practice and elaborate three basic principles in practice. This part also deal with the issue of identifying shareholders in four typical case scenarios: 1) when third party claiming the denial of corporate entity and the imposition of liability for shareholder's defective contribution; 2) disputes among shareholders; 3) disputes among the corporation and shareholders; 3) disputes arising out of the transfer of shares.