On Confirmation Of Shareholder's Qualification Of A Limited Liability Company

Cases at law court rise substantially to go along with the economic development and revisement of company law Cases at confirmation of shareholder's qualification occupy a big rate in the digit. Confirmation of shareholder's qualification is the premise and base of solving company disputes. However , confirmation of shareholder's qualification is a hot pot and difficult matter in the reality. Confirmation of shareholder's qualification relates to many evidences. When the evidences conflict,which evidence do we choose to congfirm shareholder's qualification? This is a very complicated matter, without openly defining the standard for confirmation of shareholder's qualification,there is a gap between solving disputes. Therefore,similar cases cause different judgements. Consequently,extensively is so important that it has theory value and real sense. I want to study the issues via the explanation the definition,features and function of evidences.The key to solve confirmation of shareholder's qualification is to analyze people's real expressing. For expressing is the soul of legal behavior. For expressing from the evidences can reveal people's purpose and operation. And we can judge the person is a shareholder or not. we should adovocate the application of substantive and formal requirements respectively in relations in and out of the company according to different functions.When we we solve the disputes about confirmation of shareholder's qualification in the company,we should consider substantive evidences and private autonomy;when we solve the disputes about confirmation of shareholder's qualification out of the company,we should consider formal evidences and fundamental principle public summons and openness.About standard of confirmation of shareholder's qualification,scholars have different thoughts about how to confirm shareholder's qualification. The Anglo-American law system relies on register of shareholder,the continental law system accepts the theory of dichotomy,and advocates the application of substantive and formal requirements respectively.Which standard should we choose? The Anglo-American law system's standard or the continental law systerm's standard,or other standard? I analyze the evidences,the standard and laws from our country's theory and practice to expect to summarize a appropriate standard which fuits our country's reality.The article is composed of four parts. There are about 30000 words in the article.Chapter one mainly elaborates the expressing theory. Expressing theory is a very important theory in the law system. The expressing theory is a very important characteristic and marrow of legal behavior. The expressing theory is very important to confirm shareholder's qualification,it is a very important sector of legal behavior!Private autonomy is the basic doctrine of private law,and legal transaction is the basic instrument of implementing private autonomy.The idea of private autonomy is carried out in the creation and development of transaction,its elements of formation and validity. We should follow out private autonomy when we confirm shareholder's qualification,then we can keep the economic constantly and everybody's interest balance .Chapter two discusses the evidences of confirmation of shareholder's qualification,the evidences are the articles of association,the capital contribution certificate,the shareholder register and exercising the rights of shareholder in practice when we confirm shareholder's qualification in the company. We should probe into people's real expressing theory from people's arrangement. When people out of company relate to the dispute,we should protect the company,shareholder people out of company's benefit of principle of externals.Consider all of the evidences will help confirm the shareholder's qualification reasonably.Chapter three discusses which evidence should we choose when the evidences conflict? The Anglo-American law system relies on register of shareholder,the continental law system accepts the theory of dichotomy,and advocates the application of substantive and formal requirements respectively. The focus is how to accept the evidence when the evidences conflict. I discuss the tendency of development of standard of confirmation of shareholder's qualification.I think the theory of dichotomy is more reasonable than register of shareholder,because if we rely on register of shareholder,it is so unilateral that it may cause an unreasonable outcome.Chapter four is our country's legislation and suggestion.Company law was revised in 2005 and affected our law in confirmation of shareholder's qualification. There are shortcomings in our current law. This part discusses the substantive evidences and formal evidences. When we solve the disputes about confirmation of shareholder's qualification,we should adovocate the application of substantive and formal requirements respectively in relations in and out of the company according to different functions.When we we solve the disputes about confirmation of shareholder's qualification in the company,we should consider substantive evidences and private autonomy;when we solve the disputes about confirmation of shareholder's qualification out of the company,we should consider formal evidences and fundamental principle public summons and openness.