On Justice Confirmation For Stockholder's Qualification Of A Limited Liability Company

Stockholder's qualification, also known as shareholders, is the base of investor to obtain and exercise the shareholders rights, to assume the obligations of shareholders. This is a re-look simple legal concept, but for the stockholder's qualification to make an accurate definition of, it is very important.The author in People's Court in the trial, Wujin District of Changzhou City, Jiangsu Province, understands it very well in the past few years. Stockholder's qualification dispute the number of cases in the courts as a whole does not account for the majority of cases, but in rising every year, and this category of cases concern with social process, a long trial, the fact that difficult, high rate of complaints of appeal. Coincidentally, in the process of getting laws master degree in Jilin University, I tried for two cases for hearing such cases should be legal quality of a certain understanding, and I can empathize stockholder's qualification for the confirmation of the exercise of the rights of shareholders and the company's stability and the rights of creditors is of great significance.This article attempts to present and expose irregularities of a limited liability company established in the course of the operation, to the stockholder's qualification confirmation of the adverse impact to expose and summary of stockholder's qualification on the nature of the analysis, clear and unified that stockholder's qualification conditions, standards, company law to promote the course of judicial practice, give some tips of the to shareholders'investment behavior.This thesis is divided into five parts.The first part makes elaboration according to stockholder's qualification of Co., Ltd and the concept of the main characteristics of the content and stipulates that the limited liability company is the shareholder in the company as a result of the establishment of the company to invest in the company or the survival period in accordance with the law made by the following the capital of the company to enjoy the rights and obligations of the people. Stockholder's qualification can be made by the original way to obtain and made by the following into two ways. Of course, stockholder's qualification is also subject to some restrictions, such as natural people as a sponsor should have the full executive capacity. According to the provisions of the Companies Act, shareholders should enjoy the corresponding rights; at the same time fulfill corresponding obligations. In addition, the chapter on the United States, Germany and Taiwan on Company Law provides that shareholders made a brief, and it is found that the basic requirement of common law or Civil Law State is whether the shareholders is contributive. Whether the shareholders are contributive is an important condition to define stockholder's qualification.The second part describes the practice of justice that stockholder's qualification of Co., Ltd confusion on the reasons for the confusion caused by such an analysis, according to China's company law requirements. Stockholder's qualification should be made through the following programs: Signed articles of incorporation; the capital; to obtain certificates of investment; recorded in the register of industrial and commercial registration and the actual exercise of the rights of shareholders. However, as the irregular situation exist in our company registration, management and operation. A large number of the above-mentioned link is difficult to regulate down to consistency. In practice, many limited liability company shareholders can not have the characteristics of the above-mentioned provisions of the Companies Act, and there is also a large number conflict of the above-mentioned characteristics in the contradictory situation. For example, the hidden shareholders, the false name of shareholders, nominal investors, flaws in the funding problems and not contribution in founding. These problems are ultimately related to that of the stockholder's qualification standards; we can see that the resolution of this issue to deal with other laws dispute is very important.The third part is mainly from internal and external analysis of the relationship between the stockholder's qualifications. In general, the stockholder's qualification to deal with cases of companies such as lawsuits, it should be noted, the relationship between internal and external relations, the distinction between the shareholders and shareholders, Shareholders and companies belonging to the internal disputes between the relationship between the three shareholders and Zhang, with third-party dispute between the external relations. The internal relations shareholders between the major shareholders are based on the company to set up and signed investment agreements and Articles of Association, Articles of Association is the normative content of the relationship between the main shareholders on the basis of internal relations to deal with the application of civil law (contract law) rules'external relations, that is, the company, shareholders and creditors of the relationship between external relations to deal with the application of the rules of commercial law, and that is, the principle of publicity and the appearance of principle.The fourth part makes a discussion of the confirmation criteria of the anonymous shareholders and shareholders in name. Implicit in the name refers to the shareholders in the company and is hidden in the way of investment to shareholders. Anonymous shareholders to reach an agreement with others to others in the name of that name in the name of the actual capital to shareholders, and his name are not significant. In real life, because of meeting the main part of the special interests, hidden investment exists in a large number of special reasons. But because our country is not clear law on the conduct of norms, often is prone to disputes, such disputes mostly concentrated in the equity and recognition related issues involving anonymous shareholders, the shareholders in name only, the other shareholders, as well as companies trading with the company or equity acceptable to third parties transferee of the multi-stakeholder, and so on, the anonymous shareholders in order to analyze the characteristics of unified standards for confirmation of great significance. In addition, there are several other common stockholders'qualification identified criteria, a majority of other shareholders without the consent or against pre-emptive rights of other shareholders equity transfer. The assignee can be identified as shareholders. These issues trial in practice will always be met; therefore, clear and unified criteria for judging are very important.The fifth part makes a few thought on improving stockholder's qualification of Co. First of all on the law applicable to the external environment and internal mechanism to analyze the impact of the People's Court, specifically in the people's court hearing stockholder's qualification of Co., Ltd confirmed cases of disputes in the process of the difficulties and pressures. Finally, measures and solving ways are brought from the development of judicial interpretation to the judge on the business skills training, and other aspects of the problem.