Study On The Comfirmation Of The Unregistered Shareholder Qualification

Problems caused by dormant investment of actual investors has been causing the full attention of the theoretical circle and practical circle, correspondingly the judicial interpretation of the company law of the People's Republic of China has provided the procedure of shwing the name of dormant investors.However,the number of the shareholder qualification confirmation cases cause by an actual investor who literally is not a dormant investor but for various reasons fails to register his name on the register of members in the total number has been rising. Thus, how to define the unregistered investor? Did the inregistered investor has the shareholder qualification? What are the constituent elements of the qualification of shareholders? What's the difference between the theoretical recognized standard and the practical one? This paper is based on judicial practice. The writer reads a large number of this kind of cases and explores the current judgment principles to find out the constituent elements of the qualification of shareholders. What's more, by combing theoretical perspectives, the writer summed up the current judgment principle and specific rules of this kind of cases.This thesis is a case study. The topic is the system of shareholder qualification confirmation.In addition to the introduction and conclusion, this paper is divided into five parts. The specific arrangements are as follows:The first part through the basic case, the focus of dispute and court decisions, briefly introduced a case who's original sentence has been changed by the retrial and the litigation of this case is an unregistered investor.The second part mainly summarizes theories of theshareholder's qualification confirmation of unregistered investors, and correspondingly introduces the classification discussion. This article believes that the unregistered investors are in the limited liability company, do the actual capital contribution or after received the equity in accordance with the law, and have not been recorded to the company's articles of association, register of shareholders and investors in industrial and commercial registration.The third part based on China's judicial practice analyses the date of the cases about the confirmation of unregistered invertors from the overall situation, the types of disputes, the claims, the judicial basis and evidence. It is obvious that the overall high level of complexity,obvious classification, dispute judgment basis confusion and complex evidence.The fourth part, through the comparison of theory and practice, mainly elaborated Chinese legislation about constituent elements of the qualification of shareholders and explore its applicable conditions. The applicable conditions for the investor who complete the capital contribution or the capital increase is not registered should be made up of the completion of capital contribution or increase,the actual exercise of the rights of shareholders and other shareholders to accept the declaration of the company's shareholders. The applicable conditions for the investor who complete the equity transfer without registration should be be made up of signing and performing an effective equity transfer contract,the actual exercise of the rights of shareholders and other shareholders to accept the declaration of the company's shareholders.The fifth part, through the analysis and comparison of those cases, trys to get a regular conclution about the principles of judgement and their application.