Research On The Standard Of Shareholder’s Qualification Of Limited Liability Corporation

Since the enactment of the Company Law, the recognition of shareholder qualifications in limited company has been a controversial hot spot theory. There are a lot of research on this issue and also a lot of controversy of it. This paper, to identify the standard of qualification of shareholders of limited liability company as the breakthrough point, through the discussion on the basic path, established path identification, and then using the basic theory of civil law, the judicial interpretation of the Supreme Court and some influencing cases, put forward some opinion about the recognition of shareholder qualifications in limited company. This paper is divided into three parts: the first part is a summary. The research object of this paper is limited to the standard theory for the qualification of shareholders of limited liability company.Then the first part introduces the theories about the object of study and the status of legislative and judicial status. The second part discusses the basic path for the limited liability company shareholder qualification cognizance, through demonstrating the exclusion of formalism path, form preferred path and the internal and external path, and finally adopts the substantive path. The third part mainly discusses the shareholder qualification standard, defines the basic concepts in the identification of shareholder’s qualification and the connotation of the problem itself to shareholder qualification; secondly it discusses the problem of shareholder’s qualification, mainly discusses the issue of whether civil servants or soldiers could become shareholders; finally it discusses the shareholder qualification based on the legal action and other shareholder qualification method not based on the law behavior. The main innovation of this paper is to demonstrate that the personal combination is the nature of limited liability company; as well as the status of the shareholder of the limited liability company only represents a very narrow meanings, that the one who enjoy the qualification of shareholder does not necessarily mean he/she could enjoy the rights of shareholders; actual investment is not the shareholder qualification recognized prerequisite. There are two essential elements of acquisition of shareholder qualification through legal actions which are the expression of the intention to obtain the shareholder status and the shareholder groups’ acceptance‐‐the expression of the intention to obtain the shareholder status of a limited liability company is some kind of application to the shareholders’’ group, while the shareholder’s group acceptance means some kind of acceptance for new members into the group; in the practice that regard " capital contribution " as the shareholder qualification requirements is a misunderstanding of limited liability companies and company autonomy. Capital contribution doesn’t directly affect the shareholder qualification. The court should exercise restraint and respect the autonomy of the limited liability corporation.