The Civil Liability Of Companies In Violation Of The Obligations Of Registration Of Shareholder’s Right Change

It is a legal obligation for Company filed an application for the registration of change of shareholder’s right. In order to make the changes in shareholder’s right Open to the public to ensure the transaction security and stability, after the transfer of shareholder’s right, The company should provide relevant materials filed within the statutory period of equity change management application for registration with the company registration authority, Companies in violation of the legal obligations cause damage to the rights of others, is bound to bear corresponding civil liability, China’s existing laws and regulations still have no detailed provisions on the civil liability when company in violation of company shareholder’s right change registration obligations, thus can not be good practice guidance, so it is necessary to be clear on this issue. In order to clarify the company in violation of the obligations of the Registration of civil liability issues, it is first necessary for the company in violation of the obligations of the Registration and related specific circumstances to be defined, determining the company violated its obligations is a prerequisite for bearing any responsibility, At this point we should find out the time changes of the shareholder’s right to reasonably define the starting point of company to fulfill the obligations of the Registration, and note whether there are objective circumstances cause make it can not fulfill or not. Indeed, the company does not perform, does not fully fulfill, untrue fulfill or delay in fulfilling the obligations of the Registration and cause damage to the rights of others, should generally be considered a violation of the change of shareholder’s right registration obligations. Secondly, there is only compensation for damages, to pursuing the civil liability of company in violation of the obligations of the Registration, it is necessary to define the damage it has caused. In addition to the direct damage of shareholder’s right, companies in violation of the obligations of the Registration will also lead to profit loss because of shareholder’s right disputes, against the company’s, the transfer of shareholders’, creditors’and other parties’Property interests. After defining related subject of rights by the damage, the next step is to conduct civil liability by detailed analysis, clear related responsibility and accountability. Companies in violation of the obligations of the Registration and should bear civil liability is the responsibility of the nature of the infringement, in essence you can apply the principles of tort liabilities was at fault in the principle of presumption of responsibility to be regulated, and also can be combined with tort liability calculation methods and standards to ensure that identified assume responsibility for the range. Overall, the main responsibility includes the company, the relevant fault shareholders and managers, the company as a separate legal entity subject to the statutory primary responsibility, the relevant shareholders and managers should bear not really joint and several liability with the company based on fault.