Empirical Research On Confirming The Qualification Of Shareholder In Limited Liability Company

The qualification of shareholder is relating to the rights allocation and responsibility of shareholder in the corporate law operation system in which the corporate is seemed as junction point.It’s a proposed and unavoidable matter in lawsuits with company involved,such as the exertion of shareholder rights,objection against the efficacy of decisions by general meeting of shareholder,responsibility of contribution by shareholder,and so on.What’s more confirming of shareholder’s qualification is connected with some legal acts or facts like gift,inheritance,division of common property tightly.In practice,there are amount of lawsuit cases named with "shareholder’s qualification confirming",most of them are complicated because there are multiple legal relationships involved,and it’s difficult to acquire and ascertain evidence.The confirming shareholder’s qualification in company limited is more special and hard due to requirement of harmonies among shareholder in LLC(Limited Liability Company).On the one hand,there are some rules for shareholder’s qualification confirming of LLC in corporate law and its judicial interpretation,however they can not satisfy the requirement of reality.Different judge takes different criteria so that the results would be contrary in the similar cases.On the other hand,the researches on the confirming shareholders’ qualification in LLC present are almost from theoretical aspect with some cases explaining,lacking of empirical study.This article consists of four chapters.Chapter one:definite the concept of shareholder’s qualification confirming,especially in LLC,explain the interest conflict among shareholders,company and the third party.Introduce domestic and international theoretical criteria for confirming shareholders’ qualification in LLC,chose the best criterion for domestic practice under the law system at present,based on the analysis.Chapter two:chose 218 judgments from pkulaw database,comb and sort out type and focus of disputes,evidence accepted,reference to statute or provision,result tendency,criterion taken by the judge of all chosen judgments,and acquire statistics.Then according to this statistics analyze the matters in confirming the shareholder’s qualification in practice.Chapter three:on the basis of Chapter two,the types of dispute ranked top three in confirming shareholder’s qualification cases that caused by dormant partner,stock right transfer and enterprise reorganization are subject of study.Each type includes general explaining and specific analyzing for some special matters.Chapter four:in this chapter,mainly expound the train of thought that how to confirm shareholder’s qualification in most situation.Then,combining with domestic practical problems put forward the proposal for perfecting the system of register of shareholders,in order to guarantee transaction safety.In conclusion,I think that formal elements should be taken in principle,however in some particular cases,substantial elements could be considered to confirm the shareholder’s qualification in LLC.And we may set some penalty for the company or management who do not set the register of shareholder in company.