| Equity issue is a focus of common corporate disputes,and where will the equity go is also a headache for shareholders,because it often involves the determination of the qualification of shareholders.The determination of the qualification of shareholders during equity change is one of the difficult legal problems in China related to companies in recent years.The main reasons are: First,some companies always run counter to the provisions of laws and regulations in the establishment and operation.For example,do not set up a register of shareholders,do not carry out business registration and so on.Second,China’s corporate legislation is not perfect.Even if the new Company Law and the relevant judicial interpretation have been done a lot of amendments and supplements,they are still relatively rough,there isn’t an universal standard.Thirdly,the theoretical researches are mostly related to the institutional level,the system is not clear enough and the academic research is not deep enough,therefore,a scientific,complete and mature theoretical system has not yet formed.The judgment grounds and results of similar cases may differ greatly due to the above reasons,thus undermining the judicial authority and unity.In-depth studies of the determination of the qualification of shareholders during equity change help us find,discuss and then solve the imperfects of the existing legislation on the provisions of this aspect,which is a more meaningful and essential issue.Beside the Introduction,the thesis consists of the following three parts: The first part covers the dispute between equity change and the determination of the qualification of shareholders.It summarizes the concept of the qualification of shareholders and equity,which is the cornerstone of the whole thesis.Clearing the relationship between the qualification of shareholders and equity is of great significance to the determination of the shareholders’ qualification below.It also elaborates the basic principles of determining the qualification of the shareholders.The second part starts the analysis of the legal effect of the determination of the qualification of shareholders under each time node.In such cases as signing the equity transfer agreement,handling the shareholder registration and the industrial and commercial change registration,and issuing the investment certificate,the equity is about to be changed once the equity transfer agreement comes into effect and fulfillment and the shareholder qualification of the original shareholders is going to be replaced by the assignees,and the links later are important steps for the equity change to perform its external effectiveness.The third part analyzes the determination of the qualification of shareholders in the case of equity inheritance and division.First of all,it discusses the acquisition of the successors’ shareholder qualification on the whole,expounds the provisions of Article 76 of the Company Law of the People ’s Republic of China,and then analyzes the different legal status of the heirs in different circumstances.It then elaborates the topic that the heirs cannot obtain equity if there is a clear provision in the Articles of Association of the company.The Articles of Association can make a limit on the succession and exercise of equity.It then illustrates the division of the inherited equity,while analyzing the determination of the qualification of shareholders under equity division and discussing the conditions of and restrictions on equity division in divorces and other typical cases. |
