A Limited Liability Company Shareholder Qualification Legal Issues Research

Limited Liability Company membership qualification issues in theory and practice community has always been one of the more contentious issues. For a long tune, due to incomplete legal system of the company, non-unified theory. non-standard practices, the disputes of the shareholders on the limited liability companies emerged. And other things in the society harden the difficulty of the solution to this problem, and widen the uncertainty of the qualification.This thesis is based on the theory and practice, including home and abroad as well as existing theories and judicial practice, based on our analysis of company law theory and legislation, drawing on theories and legislation in other countries, specifically the shareholders of a limited liability company qualification standards, we put forward some suggestions on these problems.This thesis consists of three parts: the introduction, body and conclusion. And the body part is divided into four parts:The first part will analysis and comment on the evidences of the shareholder qualification of the limited liability companies. The probable idea is, the article of association plays a decisive role in the evidences, and the shareholders who signed in the article surely get qualification. The commercial registration is also one of the evidences. Because of its effect of public trust, it can antagonize the unknown third part in the others-involved-cases. Generally, the list of shareholders can be used to qualify the membership of a shareholder. But if somebody present some evidences to refute his membership, we can overthrow his qualification. Shareholder’s capital investment certificate is a based evidence to qualify if he has obtained the shareholder status. Because the diversity of the limited liability company shareholders qualification standards, and the complexity of our social and economical life, we can take a compound model to identify eligible shareholders. First consider the legal rights of the unknown third part, in order to maintain the stability of the company’s legal relationship. Then qualify the shareholders’ membership according to the actual situation.The second, third and fourth parts respectively introduce the special problems of defective capital contribution, dormant shareholder, and nominal shareholder. Through some court cases, these parts introduce the forms and the law consequences. And also we will give some ideas and solutions.