Judicial Confirmation Of Stockholder-qualification In A Co., Ltd

Confirmation of stockholder-qualification in a Co., Ltd, is one of the relatively difficult problems in trying company disputes cases. Whether it is possible to confirm stockholder-qualification correctly has great significance for protecting the legitimate interests of investors and the stability of law relationship between companies and also promoting the security of market dealing. There is a significant divergence in identifying shareholder qualification of limited liability companies in theoretical field of China and actual situation field of China. Therefore, it is theoretically significant and practically significant to discuss the problem of identifying shareholder qualification of limited liability companies.By analyzing different types of cases in juridical practices, and combining with the theory of confirmation of stockholder-qualification, an independent judgment rule of identifying shareholder is aimed to be formed, which is hoped to provide judges with some significance references when they are carrying out judicial practices in dealing with confirmation of stockholder-qualification disputes.This thesis is divided into 4 chapters.Chapter I, it is about the general theories on acquirement and confirmation of shareholder qualification. Firstly, the notions and relations between limited shareholders of liability companies, stock rights, and shareholder qualification are defined; secondly, several ways for acquiring shareholder qualification is analyzed where Company Law of our country is referred to, there are two types, which are original acquisition and derivative acquisition; finally, the significances of derivative acquisition for limited liability companies are discussed.Chapter II, it is the basic principles and major foundations for the confirmation of stockholder-qualification. Firstly, five basic principles of confirmation of stockholder-qualification are analyzed, and it could be divided into two major categories which are substantive requirement and formal requirement. Substantive requirements could be divided into actual investment and actual enjoyment of stockbroker rights; formal requirements could be divided into investment certificate, shareholders'list, and company bylaws and of industrial& commercial registration. The proposal should be base on the actual cases, and concrete conditions should be considered when judging and choosing the force of each foundation, thus make correct conformation for shareholder-qualification.Chapter III, it is on basic thoughts and judgment regularities for confirmation of stockholder-qualification in judicial practices. Firstly, basic thoughts for conformation of stockbroker qualification in judicial practices are proposed, and by correct analysis of Sues for legal relationship and the subjective state of the third person, stockbroker qualification of the party is accurately confirmed. Secondly, judgment rules of different types of cases are analyzed.Chapter IV, it is about confirmation of stockholder-qualification under certain particular circumstances. In judicial practices, the phenomenon of dormant stockbroker, personation stockbroker, and nominal partner prevails, which could easily cause the orderless in confirmation of stockholder-qualification, and severe divergence of opinion happens when court are dealing with such cases. Whether dormant stockbroker, personation stockbroker, and nominal partner could have stockbroker qualification should be confirmed by refer to the integration of internal and external relationship of companies of particular cases, in principle, shadow director are confirmed to have stockbroker qualification.