Reflection And Reconstruction For Shareholder Accreditation Of The Limited Liability Company

Corporation as an important form of business organization in the world, is a major commercial body in most market economy as well. The normal operation of corporation system is the key to building a modern enterprise system.The quality of corporation system construction, not only affects a region's, or even a country's economic and social development activities and potential.At present, China is in an important strategic period of economic and social transition and facing the wave of economic system reform, bearing the brunt of which, is the corporation system changes.The key nodes of corporation system design is to adjust the beneficial relationship between corporation, shareholders and third party, among which the relationship between shareholders and corporation is most important and fundamental.However, in the reality of our system of operation of the company, due to the variety of imperfect legislation and reality, many types of corporate litigation cases are associated with varying degrees of the confirmation of shareholders' qualification, some of which even become prepositive issues in many court cases.Therefore, the study of various legal issues in accreditation of shareholders is of great practical value.To discuss a number of legal issues on accreditation of shareholders,this thesis is divided into four parts as follows:Partâ… :Fundamental theory of limited corporation and shareholder's qualification.In this part, the conception of shareholder of limited corporation, stock right, the qualification of shareholder, the relationship among the above and the way of qualification are discussed.Partâ…¡:The Fundamental Principles and Legal Basis of Accreditation of ShareholdersIn this part, the six principles which should be uphold in the analysis of identified eligible shareholders are emphasized, and six major foundation of shareholder accreditation are described according to their nature and significance.Articles of incorporation have some significance of evidence to external and internal disputes between the corporation shareholders, whereas their decisive position to the charter requires a comprehensive discussion.The actual investment is an important factor that impacts shareholder's qualification, especially when dealing with the legal relationship within a corporation. However, actual investment is neither the sole criterion for confirming shareholders' qualification, nor the necessity and sufficient condition of obtaining it. Investment certificate is only the manifestation and carrier of investor behavior, whose efficacy should be attached to the actual contribution, and its proof should equal to or at least not exceed the actual investment; Register of shareholders is merely a file of documenting shareholders'right, which itself does not have the effect of the creation of shareholder status. Register of shareholders has strong effectiveness of evidence for disputes between corporations and shareholders, while have weak effectiveness of proof for disputes between shareholders or between shareholders and the third party.The corporation's business registration which is to prove the eligibility of shareholders and a prima facie proof against the third person, is declaratory evidence, and has a relative priority of right proving. Actual enjoyment and exercise of shareholder rights is not premise for acquiring shareholders' qualification, only factual evidence; it is not sufficient condition for the accreditation of shareholders, not even necessityPartâ…¢:Reflection and Reconstruction of Shareholder AccreditationFirstly this part gives a serious reflection on the idea of shareholders' accreditation in reality; secondly, on this basis, it focuses on the reconstruction of the idea of shareholders' accreditation.The author believes that since China's company law has not mandatorily regulated the reference points for obtaining shareholders' qualification, it is impossible to determine the shareholders' qualification through a rigid objective criteria mechanically in judicial practice. When identifying shareholders' qualifications, the basic civil legal relationship should be analyzed from the start. The essence of Determining whether civil subjects have the qualification of shareholders, is to identify whether an effective equity relationship has been formed between parties.Such equity relationship is in nature the relationship between equal civil entities and should be understood from three effective aspects of civil legal relationship, according the to the fundamental doctrine of civil law, with exception of other legal pro forma requirement.The effectiveness of equity relationship should be considered from those three aspects because China's company law does not make any mandatory regulation on pro forma equity relationship.This thesis points out that the question of legal intension and legal object should be especially analyzed in judicial practice.Partâ…£:Analysis on Accreditation of Shareholders in Judicial PracticeIn judicial practice, the dispute of shareholder accreditation encountered in the litigation proceedings will face problems such as case acceptance, cause of action, jurisdiction and legal cost charging etc. which will be firstly analyzed in this part. The author indicates that the essence of shareholders accreditation disputes are those that civil subjects demand to identify whether there has been a investing and invested relationship between civil subjects and object corporations. Secondly, associated with case study, the author analyzes the four usually encountered issues of in judicial practice such as the shareholders' qualification regarding to the founder-member and sleeping partner, the shareholders' qualification in corporation's capital increase and stock transfer. Finally, some suggestion and countermeasure are proposed aiming at resolving the enforcement problem caused by lagged excising corporation's form changing obligations.