A Study On The Timing Of Changes In Shareholder Qualifications

Disputes for confirming shareholder qualifications have always been relatively common disputes related to companies in practice.As an independent civil case,it is sufficient to prove that it occupies a significant position in the practice of company law.In China’s judicial practice,there are a large number of cases regarding concerning the confirmation of shareholders ’qualifications.Through analysis,it has been found that if the standards for the confirmation of shareholders’ qualifications are not clear,various conflicts of interest are likely to occur.However,as the current legal provisions do not specify the timing of changes in shareholder qualifications,and the rules of refereeing in practice are not uniform.In terms of writing ideas,this article adopts common ideas of asking questions,analyzing problems and solving problems.In the first chapter,the relevant issues to be discussed are proposed through cases in the first chapter,then the relevant theories on the determination of the timing of changes in shareholder qualifications within and outside the domain are analyzed,and finally the basic principles and specific rules for determining the timing of changes in shareholder qualifications are proposed to try to solve Problems in theory and practice.In terms of the structure of the article,this article is mainly divided into three parts: introduction,body and conclusion.The body part is divided into six chapters.The first chapter is an introduction.It elaborated the problems existing in the confirmation of the timing of changes in shareholder qualifications in practice and the deficiencies in theoretical research,and pointed out the purpose of this article.Chapter 2 is an overview of the timing of changes in shareholder qualifications.The definition of the concept is the starting point of the discussion.This part firstly analyzes the basic concepts such as shareholders and shareholder qualifications,and clarifies the meaning of shareholder qualifications from the perspectives of actuality and actuality.Then it expounds the legal significance of shareholder qualification determination to different subjects.Finally,starting with a specific case of shareholder qualification disputes,it discusses the difficulties in determining the timing of changes in shareholder qualifications in practice and the deficiencies in refereeing,and leads to the topics explored in this article.Chapter 3 summarizes and combs the theoretical research on the timing of changes in shareholder qualifications within and outside the domain.In the Anglo-American legal system,the monism of the shareholder register is mainly used to determine the timing of changes in shareholder qualifications,that is,when the name of the relevant subject is included in the shareholder register,it is determined that the company has specific shareholder qualifications.Countries in the civil law system adopted the "dichotomy of evidence" method to determine the timing of changes in shareholder qualifications,distinguishing between the two levels of internal and external identification of the company,and combining different evidence of formal and substantive elements to make judgments.Some scholars in China have proposed the "three-level rule" identification method,that is,to judge the timing of changes in shareholder’s qualification from the three aspects of source evidence,validity evidence and confrontation evidence.In addition,while elaborating the identification theory of different timings of changes in shareholder qualifications within and outside the domain,its advantages and disadvantages were also analyzed.Chapter 4 clarifies the basic principles for determining the timing of changes in shareholder qualifications,including the principles of publicity,the principle of balance of interests,the principle of prohibiting legal evasion,the principle of independent judgment priority,and the principle of meeting the reasonable expectations of shareholders.These basic principles are guidelines and references for confirming the timing of changes in shareholder qualifications,and these basic principles should also be followed when applying specific rules.Chapter 5 proposes specific rules for determining the timing of changes in shareholder qualifications on the basis of combining the previous three chapters.First,it specifically analyzes the form requirements of the changes in the qualifications of shareholders,including the agreement,the company’s articles of association,the shareholder register,and business registration documents.For the time when the promoter obtains the qualification of internal shareholders of the company,the time of change of the company’s articles of association shall prevail;for the transferor and the transferee,the time when the equity transfer agreement takes effect shall be regarded as the change in equity between the two Time;For the internal of the company,the time when the relevant subject submits to the company to change the company’s articles of association or the register of shareholders in accordance with the law and regulations as the earliest time to determine the change in shareholder qualifications;the timing of commercial registration can be used as the timing of changes in shareholder qualifications in external legal relationships.Then,it discusses the essential elements for determining the timing of changes in shareholder qualifications,including actual capital contribution behavior and capital contribution certificates,etc.The actual capital contribution behavior should be applied to the company as a standard for judging the timing of shareholder qualification changes.Finally,the rules for the application of formal and substantive requirements were put forward,that is,the rules of "priority application of formal requirements and individual application of substantive requirements".In general,the substantive elements should be applied with priority,but in the specific circumstances of the case,in order to maintain fairness and justice and balance the interests of all parties,the role of the substantive elements must also be considered,and the comprehensive consideration of whether the substantive elements apply to the timing of shareholder qualifications be identified.Chapter 6 is the conclusion.The content of the full text is summarized,the innovations and deficiencies in the research of this paper are expounded,and the further research in theory and practice is prospected.