On The Rights And Duties Of Minor Shareholders

The fact that minors acquire shareholder qualification of a company is actually based on the occurrence and change of certain legal relations.The legitimacy of juvenile shareholder qualification has been recognized in practice,and there are no legal obstacles.However,in order to clarify the legal basis of juvenile shareholder qualification,it is necessary to return to the theory of civil capacity rather than the theory of civil capacity.The existence of capacity is the criterion to judge whether civil subjects can exercise their rights,but it is not a necessary condition for minors to obtain shareholder qualification.The validity of the civil subject's capacity to act is the way of explaining the qualification of shareholders,but it is by no means the only way.The conclusion that minors cannot become shareholders of a company is either based on the basic system of civil acts or only on the effect of corporate governance.The ability of minors to enjoy rights is not only obtained through the interpretation of "no prohibition of law is permission",but also pays full attention to the free and efficient thinking of commercial transactions while applying the provisions of civil law.In view of the reasons why minors hold equity,previous studies mainly discuss from the theoretical perspective of original acquisition and successive acquisition.Deep analysis of the real motivation of minors to obtain shareholder qualification is relatively rare.In addition to inheritance and acceptance of donations,after investigation,it should also include avoiding or reducing the procedures and costs of equity transfer,circumventing the restriction that parents directly become shareholders,and concealing the actual investment of parents should be the real motivation for minors to hold equity.The nature of juvenile shareholding can be divided into three types: own shareholding,proxy shareholding and family equity.It is helpful to clarify the rights and obligations of juvenile shareholders by analyzing the nature of equity held by juvenile shareholders.However,even if minors can obtain shareholder qualification,they cannot exercise shareholder rights like ordinary adult shareholders.Because minors lack commercial cognitive ability and judgment ability,they cannot be identified as commercial rational persons in a full sense.Therefore,the rights of minor shareholders and general adult shareholders should not be generally recognized as the same,such as voting rights.There is an obligatory right,while considering the protection of the right,we should also fully consider the aspect of its obligation to fulfil.For example,the subject of the specific performance of the investment obligation should also analyze the nature of the minor shareholders' equity,and then give an answer.The acquisition of equity and the exercise of rights of minors need to be carried out by means of agency,but this way of agency is different from the traditional civil law agent,which has the particularity of the qualification of agent and the source of agency power.There are some practical obstacles to rely solely on the statutory agency and principal-agent law in traditional civil law.Therefore,it is necessary to establish an independent agency system for minor shareholders.While researching the subject status of juvenile shareholders,we should not only find a balance point between the rights and obligations of juvenile shareholders,but also find a balance point to protect the interests of juvenile shareholders and safeguard the interests of all parties in the company.In clarifying the validity of minor shareholders' behavior,exercising shareholders' rights and obligations and responsibilities,the agency system of minor shareholders,the separation system of rights and obligations of minor shareholders and the duty exemption system of minor shareholders are designed.