Research On The Confirmation Of Shareholders’ Qualification In Limited Liability Company In Derivative Acquisition

Shareholders qualification is the base of the shareholders right and duty. Theacquisition of shareholders qualification can be classified into original acquisitionand derivative acquisition, the later consists of shares transfer, shares inheriting andshares donation. The disputes of shareholders qualification confirmation frequentlyemerge in judicial practice; however, there is a lack of clear regulation in the currentcompany law and the judicial interpretation, so it is necessary to research this issuemore deeply. This dissertation follows four parts as below: the first part is briefintroduction. This part introduces the background, the current research result, themain content and the new points. The second part is the theoretic and practicaldisputes about the confirmation of shareholders qualification in limited liabilitycompany in derivative acquisition. After determining the core definitions derivativeacquisition and shareholders qualification, this part introduces two real case todiscover the judicial divergence in legal practice and maintains that the conflictsbetween different legal document is the main reason. The third part is the comparativeresearch in other countries and regions legislations. After the comparison betweenrelated laws of Japan, South Korea and Taiwan, we find that the register ofshareholder plays an important role in shareholders qualification confirmation. The fourth part is the judicial counter-measures and legislation improvement. This partmaintains that it is necessary to divide inner disputer and outer disputer and applydifferent rules in different disputes; the legal system of register of shareholders shouldbe enhanced, and the administrative register system should also be reformed.