Research On The Legal Issues Of Impostor Shareholders Of Limited Liability Companies

As the examination of the limited liability company's establishment and registration has been usually justified with formal standard in China,individuals without relevant knowledge might be falsely regarded as shareholders or even legal representatives of the company.It is due to the ambiguous laws and regulations as well as the mild-punishment malfeasance that offenders tends to take advantage of the false registration seeking illegal interests.The establishment of an impostor company has a definitely negative impact on the legal rights of the victims,which not only draws the victims into the "dishonest" ranks and affects personal credit,but also harms the legitimate interests of other shareholders and relative party of the company.In the theoretical research,the study on legal disputes caused by the impersonation of a limited liability company is relatively scattered rather than systematic;while in the judicial practice,there is no unified trial standard or judgments basis on that because of the different emphasis on the internal and external interest relations of the company,leading to the divergent judgments in the same case.The purpose of this paper is to discuss the legal issues of the limited liability company's false name registration on the basis of summarizing the relevant theoretical results and combining with the judicial practice,eventually promote the agreement between the theory of the company law and the trial practice on the problem.In this paper,case disputes are illustrated as the starting point to study the legal issues resulted from the company's registration of false names.In the establishment of a limited liability company,the entities involved are relatively fixed,but the conflicts of interest between the entities are complicated.Simultaneously,the balance of interests in the company law should be considered comprehensively due to its characteristics of human integration and personality independence.Therefore,this article starts with internal legal disputes and external legal disputes of the company,exploring three sub-issues: 1.The research on the change of shareholder registration by the being false impersonated;2.The dispute resolution between the impostor and being-false-impersonated victims;3.The research on the protection of company creditors' interests.First of all,from the academic point of view,the nature of the act of impersonation registration and the legal status of each subject in the company of impersonation registration are analyzed.Aiming at the problems existing in the current relief mode and relief channels of the impersonation,the judicial countermeasures to improve the registration of the impersonation change are put forward,so as to study the issues concerning the change of shareholder registration by the victims being false impersonated.Secondly,it offers an analysis of the current situation to the dispute settlement of the impostor and the individuals being false impersonated,and clarifies the existing trial ideas of the impostor's lawsuit of name right infringement.Based on affirming the significance of bringing an action of tort,this paper studies the compensation of the being-false-impersonated individuals from the perspective of the significance of civil compensation and the subject of compensation,so as to provide ideas for the settlement of disputes between the impostor and the being-false-impersonated individuals.Finally,the paper evaluates the status quo of the dispute settlement between the impostor or being-false-impersonated individuals and creditors,and proposes that the company should balance the interests of the main body when dealing with internal and external disputes.On this basis,the paper analyzes the creditor protection system,summarizes the general idea of the dispute resolution of the impersonation registration company,and puts forward suggestions for the improvement of the creditor protection system from different participants.Through analysis,it is suggested that the limited liability company registered by impersonation should apply the principle-effective system in the determination of legal status,which means the company is effective in principle and has an independent legal personality,and can participate in the proceedings as the main body.Whether an impostor or being-false-impersonated individuals has shareholder status shall depend on the circumstances.Where internal disputes are involved,the being-false-impersonated individuals is not a shareholder of the corporation,but the impersonated is a shareholder of the corporation.First of all,when the company registration is changed by the being-false-impersonated individuals,the administrative relief should be put in front of the judicial relief,together with adopting the multi-relief pattern.Secondly,the relief of the counterfeited should be based on the compensation for their damages.Considering that the counterfeited registration act is a kind of tort,the person whose name is falsely used can obtain civil compensation through the action of name tort,which is more feasible than administrative compensation.Finally,double standards and different ways should be accepted to solve the internal and external legal disputes.On the one hand,more attention should be paid to the protection of creditors when balancing the internal and external interests of the company.Although the being-false-impersonated individuals is not a shareholder of the company,it does not exclude that they are liable to the creditors.The impostor can break through the company and bear the liability to the creditor directly.On the other hand,the maintenance of internal interests should also be taken into account when giving priority to protecting the company's external relations.When the nominee shareholder has evidence that he has been falsely used for registration,he can penetrate the company's appearance doctrine,and the impostor has to take the responsibility directly to the outside world.On the protection of creditors of impostor registered companies,it is also necessary to start from the outside,make suggestions on the system design,and abandon the idea of invalid registration company.