Publication Of Shareholding Change Relevant Legal Issues Research

The new company law changes to shareholding is chaos. Model provisions The listed company of unregistered stocks and shares in credit formalism, changes the very publictaion method for delivery and registration respectively; And for limited company of private companies change and equity ownership change pattern did not make clear a regulation. It is quite necessary to review and to demonstrate.The first part in this paper choose which kind of shareholding change legislation pattern, shareholding as class right, can use real right field, the creditor's rights formalism patterns differentiate reason behavior and the results act, shareholding changes should through the public effect.The second part of the paper is very publication method. Consult the public way, real change roughly possess, delivery, registration existing three. First theoretically speaking shareholding changes shall be odd public announcements, of the public. Will deliver and registration are set to take effect no logic. Both will cause the entire system of public coexists with the uncertainty of publicity result, also lost public significance. Register and delivery of two public way concerned, the quality of the public, register more can have the effect of publicly declare, therefore, delivery and registration coexist, the inevitable result is registration annexed delivery. According to stock (the capital contribution certificate) delivery constitute the equity of between the parties, simply cannot change against the firm, the more cannot act against a third party only after the registration form, two effectiveness point of view, the author holds that stocks and the capital contribution certificate is only equity (shares) vouchers, has only a certificate authority has no effect, and set right effect, delivery does not constitute a equity ownership certificate the effect of changes. Secondly, from the realistic situation, due to the development of information technology, the rise of the paperless changed the way, in shareholding for paperless issuance and trading tendency, the only way to the public by registration for equity and its change, the applicable rules of movable property delivery space has smaller and smaller. Only in unregistered stocks delivered tiny field produces the effect of ownership change.In the choice of cases, the registration of alteration registration of share register is qualified equity change public way; Industry and commerce registration from administration need, given its decision a large market behavior of power and legal effect or not law-based. Industry and commerce registration although plays strengthen public credibility, but also sacrificed legal logic, commercial efficiency, and because of the compromise legislation caused conflicts sacrificed commercial security. Shareholders in practice the insufficiency, enough to change the system, on the contrary, the rationality, suggesting that needs to take measures to enhance credibility, rather than let industry and commerce registration instead.Part three:the system construction of shareholders registration, the credibility of the shortage of shareholders of shareholders itself is not the problem, but people to distrust of company internal management, resulting in the legal effect of the shareholders should be ignored. The author thinks that limited liability companies and unlisted companies can practice of listed company by share register in custody, a independent third party. Custody of the legal nature, the author thinks that civil principal-agent properties, the company's share register are the provisions of trusted manager copy of the list, if not in conformity with the administrator account shall prevail. Unlisted joint-stock company managed by their institution shall market intermediary institutions as the government can have certain regulation. Limited company of custody institution can separate from the industry and commerce system, if he can't get rid of the administrative tendency, also can and unlisted joint-stock company by company as the market main body position.Through the comparative analysis, the deductive reasoning, empirical research conclusion:public occasions, ownership change of shareholders for granted options, registered in their shareholders equity enjoys valid for resistance, presumption, force, disclaimer force and credibility, not only against the company shareholders registration and other shareholders, also act against a third party. But shareholders in form meaningful only, i.e., on the surface, if there is a presumption of force can override contrary evidence, the record of shareholders. The credibility of the shareholder register by hosting to strengthen.