An Empirical Study On The Judicial Rules For Shareholder Qualification Confirmation Of Impostor Registration

In recent years,with the development of the economy and the decrease of market entry barriers,disputes of shareholder qualification confirmation caused by impostor registration have increased rapidly.In contrast,Chinese laws and regulations lack the relevant provisions of impostor registration,and the courts are often unable to reference to the law,which leads to a large number of different judgments in the same cases.This paper is based on judicial practice,and aims to construct a series of judicial rules to solve the practical difficulties.From the perspectives of conceptual analysis,judicial statistics,difficulties induction,and theoretical review,this paper studies the issue of shareholder qualification confirmation caused by impostor registration.In addition to conclusions,it is divided into four chapters:The first chapter is an overview of impostor registration.Firstly,this chapter explains the impostor registration in a narrow sense,that is,the act of the registration actor misappropriating the identity of another person to make a capital contribution and obtain the business registration.Then it analyzes the reasons for the high incidence of such disputes in recent years from four aspects: small operation difficulty,low economic cost,large illegal gains,and difficulty accountability.Finally,in this chapter,starting from the characteristics of complete form and lack of substantive features of registered shareholders,the author compares them with anonymous investment,distribution of dry shares,pseudonymous registration and unauthorized agency to prevent confusion of those similar concepts.The second chapter introduces the judicial status about the disputes of shareholder qualification confirmation caused by impostor registration in China.By analyzing the distribution of 63 judicial cases,the trial process,and the results of the adjudication,it can be found that this type of litigation has the characteristics of concentrated distribution,increasing year by year,low rate of conciliation,long trial period,and multiple conflicts of interest.From the perspective of remedies for impostor registration,infringement lawsuits,passive exemptions in lawsuits,and administrative lawsuits often have obstacles in practice such as difficulty in finding the actor,difficulty in proving evidence,and overdue administrative prosecution.The third chapter highlights the difficulties in adjudicating disputes concerningthe confirmation of shareholders qualifications,which mainly include disputes over the scope of the case and the qualified defendants,inconsistent standards for the qualification of shareholders,unclear division of the burden of proof,differences in the treatment of the parties' self-recognized facts,and how to deal with the issues when the registered person has a special relationship with the registered actor,and set the delineated goals for the judgment rules in Chapter 4.The fourth chapter is based on academic research and extraterritorial rule-of-law experience investigation,responding to the difficulties of refereeing,and constructing targeted judicial rules.This chapter first defines the connotation and logical structure of judicial rules.The judicial rules are organized around three parts: assumptions,behavioral models,and legal consequences.This article considers that the disputes of confirming the qualifications of registered shareholders belongs to the scope of civil lawsuits and should make the company as the defendant;the court should focus on examining whether the plaintiff has substantive characteristics,that is,"whether he knows" and "whether he has fulfilled the rights and obligations of shareholders";the plaintiff needs to prove the certification signature forged and give a reasonable explanation for the out-of-control identity card.The defendant needs to prove that the plaintiff has the substantial characteristics of shareholders.However,when the registered person has a close relationship with the registered actor,the plaintiff should also prove the occurrence of the impersonation registration;the registered person knowingly but neglecting to exercise the right to sue shall bear adverse consequences;participants in the proceedings shall not harm the interests of third parties when they admit the facts;an impersonation registration actor shall obtain the qualifications of shareholders by obtaining consent from more than half of the other shareholders.By forming eight judicial rules,it is hoped that it will be of benefit to the judge.