| The problem of nominal investor and actual investor has been widely concerned by the theoretical and practical circles.Provisions of the Supreme People’s Court on Several Issues concerning the application of the company law of the people’s Republic of China(Ⅲ)has made clear provisions on the procedure of the actual investor’s nominalization.However,there are still such disputes in judicial practice.The investors are not only pure nominal investors,but also failed to handle industrial and commercial registration due to the company’s reasons.At present,such disputes are increasing gradually.So,how to define the unregistered investors? Can unregistered investors obtain shareholder qualification? What is the confirmation standard of shareholder qualification of unregistered investor? What are the problems of unregistered investors in the process of confirming shareholders’ qualification? When the legitimate rights and interests of unregistered investors are infringed,how should unregistered investors seek relief to protect their legitimate rights and interests? In view of this,the structure of this paper is as follows:The first chapter mainly introduces the theoretical research of shareholder qualification confirmation of unregistered investors.The first section is mainly to define the unregistered investor.On the basis of distinguishing and analyzing the relevant concepts of unregistered investor,anonymous investor,actual investor and defective investor,combined with the relevant cases in judicial practice,it introduces the concept of "unregistered investor".In this paper,the unregistered investor means that the investor has actually completed the capital contribution or inherited the relevant equity according to law,but due to the company’s reasons,the investor has not been included in the register of shareholders or the articles of association,or the company has not gone through industrial and commercial registration for it.The second section mainly defines the concept of shareholder qualification,on the basis of distinguishing the concepts of shareholder,equity and shareholder qualification,defines the concept of shareholder qualification.This paper holds that shareholder qualification refers to the legal relationship established between the company and the investor to acquire shares,and the legal status or identity of the company due to the shareholder’s rights and obligations.The second chapter mainly introduces the ways of obtaining the qualification of shareholders and the standards of confirmation.The first section mainly introduces the ways to obtain the shareholder qualification.There are two ways to obtain the shareholder qualification,one is the original way to obtain the shareholder qualification,the other is the way to obtain the shareholder qualification by succession.The original way to obtain the shareholder qualification mainly includes the establishment of the shareholder qualification and the capital increase of the shareholder qualification.The successor to obtain the shareholder qualification mainly includes the way to obtain the shareholder qualification by transfer and the way to obtain the successor To obtain shareholder qualification,to obtain shareholder qualification through donation and to obtain shareholder qualification through company merger.The second section mainly introduces the confirmation standards of shareholders’ qualification,which mainly includes the confirmation through the articles of association,the register of shareholders,the industrial and commercial registration,the investment certificate and the actual investment.The third chapter mainly discusses the problems existing in the process of confirming the shareholder qualification of unregistered investors.The first section mainly explains the influence of the effectiveness of the contract on the recognition of the shareholder qualification of unregistered investors.The contract mainly includes the equity transfer contract and the capital increase contract.This section mainly discusses the influence of the invalidity and revocability of the contract on the recognition of the shareholder qualification of unregistered investors.The second section mainly introduces the effect of the resolution of the shareholders’ meeting on the recognition of the shareholders’ qualification of the unregistered investors.This section mainly discusses the influence of the resolution of the shareholders’ meeting on the recognition of the shareholders’ qualification of the unregistered investors when the resolution of the shareholders’ meeting is not established,invalid or revocable.The third section mainly introduces the influence of the effectiveness of the register of shareholders on the recognition of shareholders’ qualification of unregistered investors.This section mainly discusses the influence on the recognition of shareholders’ qualification of unregistered investors when preparing the register of shareholders and refusing to change the register of shareholders.The fourth section mainly introduces the effect of the industrial and commercial registration on the recognition of shareholders’ qualification of unregistered investors.This section mainly discusses the company’s refusal to handle the industrial and commercial registration,the existence of untruth in the industrial and commercial registration and the impact of the delay in handling the industrial and commercial registration on the recognition of shareholders’ qualification of unregistered investors.Through the analysis of the above situation,this paper explains under what circumstances unregistered investors can obtain shareholder qualification and under what circumstances they can not obtain shareholder qualification.The fourth chapter mainly discusses how to protect the legitimate rights and interests of the unregistered investors.Combined with the problems existing in the process of confirming the shareholders’ qualification of the unregistered investors in the third chapter,it puts forward suggestions and measures for the protection of the rights and interests of the unregistered investors from the two perspectives of the investor’s claim right and the company’s responsibility.The first section mainly discusses the suggestions and measures to protect the rights and interests of investors when the contract is invalid or revocable;the second section mainly discusses the suggestions and measures to protect the rights and interests of investors when the resolution of the shareholders’ meeting is defective;the third section mainly discusses the suggestions and measures to protect the rights and interests of investors when the register of shareholders is not changed;the fourth section mainly discusses the suggestions and measures to protect the rights and interests of investors when the industrial and commercial registration is not handled. |
