Shareholders Of A Limited Liability Company Qualification System

The confirmation of shareholders' rights, also called the confirmation of shares, is the basic subject of company legal system, as well as the problem which is frequently needed for verdict in judicial practice. Due to the incompletion of our country's company legal system over a long period of time, the problem of confirmation of shareholder qualification is lack of theoretical research. In addition, in practice, the establishment and operation of our country's company have not been under normative practice and the confirming standards are not identical in different places' judicial practices which bring confusion, to certain extent, to settle such disputes. The new Company Law still prescribes the fundamentals, so the problem in still left for resolution. This paper mainly focuses on the mainstream, that is, the confirmation of shareholder qualification, on the basis of analyzing from the shareholder, the basic theory of shares to the judicial application of shareholder qualification confirmation, states in details certain legal questions in confirming the shareholder qualification with the purpose of defining independent, systematic and complete shareholder qualification confirmation system.The 36000-word paper can be divided into four parts as follows:The first part mainly deals with the normal theory of acquiring and confirming the shareholder qualification of limited liability company. At the beginning, it discusses the definitions of shareholder, the acquisition of shareholder qualification and the rights of the shares, as well as the relationship among shareholder, the shareholder qualification acquisition and the rights of shares. This chapter states that shareholders are the owners of share rights and people who enjoy the share rights are entitled to shareholder qualification. Secondly, this chapter analyses the acquisition way of shareholder qualification in a limited liability company and illustrates the legal meaning of shareholder qualification conforming.The second part mainly states the general principle of confirming the shareholder qualification in a limited liability company and the evidence and the force of shareholder qualification in a limited liability company. The defining of shareholder qualification firstly belongs to the scope of civil and commercial law, so the common used principle of civil and commercial law of our country shall be applicable to the defining of shareholder qualification, such as the principle of reciprocity and the principle of will autonomy. Besides, the confirming of shareholder qualification has its own special principle, such as the company maintenance principle. These principles are the embodiments of equality and justice of law and also are the ones for the maintenance of normal transactional order and the protection of transactional safety. Whether a company investor has the shareholder qualification or not shall be justified through certain equivalent forms, all of which will be materialized into different types of evidence in specific company practice and litigation and the company and the court should and only can judge and analyze whether a person has the shareholder qualification or not according to relevant evidences, and furthermore, do the defining to the shareholder qualification. This chapter firstly analyzes the major evidence and its force concerning the defining of shareholder qualification, including the capital contribution, the contents of company's articles of association, the contents of shareholders' roster, the registration in administration of industry and commerce and the capital contribution certificate. Then, this chapter analyzes the defining of the force when the verification documents conflict with each other in defining the shareholder qualification. By analyzing two paragraphs in detail, we can conclude that the record of company's articles of association has significant meaning for confirming the shareholder of limited liability company; the behavior of signing the company's articles of association has stronger evidential effects than the record of company's articles of association in judging whether parties have true meaning to become the company's shareholder; the articles of association has the effect of priority in various formal conditions among shareholders when an argument takes place in the case of shareholder qualification and its rights and obligations; the record of shareholder roster has the similar function with the articles of association when confirming the evidential meaning of confirming the shareholder qualification, and only when confirming the shareholder qualification of a share transferee, the record of shareholder roster has the decisive meaning, otherwise negated by opposite evidence.The third part mainly concludes the specific rules for confirming the shareholder qualification. By beginning from the judicial practice, this part concludes the current dispute type in confirming the shareholder qualification, including the dispute on defect liability of shareholder contribution looked into by the creditor, dispute among initiating shareholders, dispute between shareholders and the company and the dispute arising from the confirming of shareholder qualification due to the assignment of the shares, the pledging of the shares between the company or shareholders and the successor of the shares, the pledge of shares otherwise of the company. Secondly, according to the large number of disputes in confirming the shareholder qualification, the basic principles in confirming the shareholder qualification as guidance, this part specifically analyzes the whether the legal relationship concerned belongs to the company internal legal relationship or the external relationship. In general, two major problems shall be settled in confirming the shareholder qualification: firstly, the equivalent relationship between the evidence concerning the confirmation of shareholder qualification and different types of disputes led by the confirmation of shareholder qualification; secondly, how to determine the effectiveness of evidences when certain evidence come into conflict in demonstrating the same legal relationship.The fourth part discusses the confirmation of shareholder qualification under certain special conditions, including qualification confirmation of simulated shareholder, qualification confirmation of shareholder without name registered, qualification confirmation of shareholder without name registered, etc.