The Research On Stockholder Right Alteration Of Limited Company

Stockholder right, as the symbol of qualification and identity, is the core content of shareholders’ rights. The free transfer of stockholder right reflects that shareholders of a limited liability company are able to dispose their rights freely and realize their own will. Stockholder right transfer will lead to changes in stockholder right ownership, of which the identified standard is crucial to solving the correlative disputes. Although the Company Law of the PRC clearly stipulates the register of shareholders and business registration should be modified after transfer of stockholder right, there is no clear standard of stockholder right changes. The resulting disputes emerge one after another, thus the discussion on this issue is of greatest importance.Definition and clarification of the basic concepts is the starting point of this paper. Combined with very typical cases in practice, a comprehensive analysis would be conducted. To measure from the perspective of interests balance, consider the value of determining stockholder right transfer timing as the research guide, distinguish the stockholder right ownership disputes and the shareholder qualification recognition, regard the differentiation between stockholder right transfer under the general and special circumstances as the overall train of thought, take the identification of stockholder right changes’ standard as a main clue, and carry on research from the view of right changes in logic. The difference between stockholder right, shareholders’ rights and shareholders’ qualification would be solved. As a new type of civil right, stockholder right should not be distinguished from shareholders’ rights, or equated with shareholders’ qualification. Stockholder right transfer involves not some certain rights changing, but the transfer of whole rights. The investment grant of stockholder right earnings should not be regarded as stockholder right transfer either. The property aspect of stockholder right transfer should be of more importance. This paper would comply with the logic of right change, and refer to the most perfect real right alteration mode, to make preparation for the system construction.Based on the particularity of stockholder right and the developing stockholder right system in China, according to the current trial practice, stockholder right transfer should be discussed under general and special circumstances separately. Generally, the analysis carried out by the current main view of the stockholder right alteration mode(externalism mode and autonomy of the will real right), combined with several cases in practice. Although the contract of stockholder right transfer belongs to sales contract, stockholder right should not be equal to real right under the system of making distinction between obligation and property acts. This mode could be explained to the logic of right change. Stockholder right transfer should be publicized on account of the right changing form. Double publicity system is unavoidable under the current legislative situation in our country, resisting validity of business registration has been ensured by law. Establishing and perfecting the system of shareholder’s register on a world scale has become the tendency of legislation in China. Therefore, the stockholder right alteration mode under general circumstance must be built and use shareholders register as its criteria. Changing the shareholders register would be the effective requirement in principle, and the antagonist element would be business registration. However, the shareholders preemptive right and bona fide acquisition during stockholder right transfer are different from the ordinary stockholder right alteration. As a right of formation, preemptive right would result to alteration when the shareholders with priority exercise their rights. As for the bona fide acquisition, business registration become the effective requirement. These special stipulations had a tremendous relationship with the interest games behind the scenes.On the surface, stockholder right alteration could be considered as the transfer of rights between shareholders. However, as a special right of shareholders, the exercise of stockholder right is always critical to the interest of corporate creditor and unspecific third party. Hence it is anything more than business just between the parties of transfer when referring to the passing of risk and security assurance. Therefore, during the research of stockholder right transfer, the intention of assignee should be fully respected, transaction safety and commercial efficiency should be taken fully into account. By persisting in interest balance, the specific criteria of stockholder right confirmation could be explored afterwards.