Unified Construction Of The Standards For Confirming The Qualifications Of The Shareholders Of Limited Liability Companies ——Focus On The Perfection Of Company Registration

The confirmation of LLC’s shareholder qualification is an important basic reason and antecedent problem of equity disputes.It’s particularly thorny because of the intersection of law rules,and its diversified confirmation standards’ unclear rules and complicated application.In the meantime,judicial opinions issued by various provinces and cities in judicial practice,which makes us think about whether a unified shareholder qualification confirmation standard can be determined.Based on this,this article focuses on the two core issues of whether the company registration can be used as the only standard for the confirmation of shareholder qualification and the improvement of it.Apart from the conclusion,this article is divided into five parts:The first part combines the theoretical and practical dilemmas to analyze the practical needs of the simplification of shareholder qualification confirmation criterions.Because of the diversification of shareholder qualification certificates in the "Company Law",the theory and practice have formed a standard system based on the double confirmation standard of internal and external distinction.However,substantive capital contribution is not a natural and excellent form of certification,and it is difficult to define the boundaries between inside and outside the company.But corporate governance,commercial transactions and judicial practice all require concise shareholder qualification confirmation standards as behavioral guidelines and judgment basis.Besides,the selection of the only standard is also more conducive to promoting the targeted improvement of the standard,and resolving issues such as conflicts in document records and the timing of obtaining shareholder qualifications.Focusing on the "two registrations" of the shareholder register and the company registration,and comprehensively inspected from the perspectives of legislative purpose and institutional functions,institutional system construction,and company autonomy,company registration can provide a relatively more reasonable presumptive system supply for shareholder qualification confirmation.The second part analyzes the rationality of company registration as a risk allocation standard for shareholder qualification confirmation from the subject’s perspective.First of all,as a risk diversification tool for shareholders,the companys independent subject status and shareholders private law autonomy are essentially in a flexible development trend.Changes of shareholder qualifications objectively affect the companys rights structure and internal management,thereout,the two have essentially common interests.Secondly,under the logic of Law and Economics,company registration is the best choice for the bounded rational "economic man" of all parties.Through this legal process,the company can obtain the legal person qualification and business qualification,and at the same time effectively publicize shareholder information,asset status,etc.to attract potential investors,and investors can also save investigation costs and reasonably trust.Finally,from the perspective of sociology of law,company registration can take into account the functions of the company system and the transaction system,and maintain the balance of interests.In the category of company system,company registration gives the company the status of an independent legal person,which is an effective means of corporate governance and risk control;in the category of transaction system,company registration provides shareholders with equity publicity,and also provides more credible company information for counterparties to ensure transactions safety.The third part focuses on the equity,examines the nature of equity and the mode of equity change from the perspective of rights,and analyzes the rationality of company registration as the appearance of equity rights in combination with commercial law appearance.First,based on the homogeneity of shareholder qualification confirmation and equity confirmation,equity rights and ownership changes should be consistent.On the one hand,in terms of equity power,the biggest feature of equity that distinguishes it from real rights and creditor’s rights lies in its identity and the collective nature of the realization of rights,and from the perspective of the subject of obligations,equity has the attribute of absolute rights,so it has strong publicity demand.On the other hand,changes in equity ownership based on legal acts are more similar to changes in real rights,and due to the abstraction and conceptual nature of equity,the registration of this change and the way of publicity are more in line with the inherent needs of equity publicity.Secondly,under the logical premise that commercial law appearance requires the publicity of rights to be reliable,combined with the current legal provisions and the analysis of the publicity and publicity function of company registration,company registration is more suited for ensuring the correctness of publicity.In the end,registration errors belonging to the category of risk liability regulation can be improved by referring to the experience of comparative law.The fourth part concentrates on the main reasons that questioning the authenticity of company registration,specifically analyzes the positioning,subject,carrier and effective time of company registration in the practical operation of company registration,and expounds the improvement plan of the company registration system.The main reasons for questioning the authenticity of company registration are as follows: first of all,the "public" and "private" nature of company registration is unclear.In this regard,the administrative confirmation attribute of company registration should be clarified,and at the same time,with the help of modern information tools such as blockchain technology,the companys dominant position in its information registration affairs should be strengthened,and the "de-administration" of company registration should be promoted.Secondly,the dispute between the subject and carrier of company registration are controversial.In this regard,based on the interests and information exchange between the company and its shareholders,the company should be the only subject applying for company registration.The articles of incorration of the company serve as the carrier of company registration,and respond to the actual needs of the independent registration of the companys shareholder information by requiring a special chapter for shareholder information to record.The third is the objective separation of the factual ownership of the equity and the registration status.In this regard,the publicity effect and confrontation effect of the company registration can be concreted since the completion of the registration,forming a positive incentive for the company to ensure the correct and true registration.The fifth part discusses the problem of rights relief in the case of company registration errors from the two aspects of responsibility assumption and rights and interests restoration,combined with the division of the responsible subjects of registration errors.First of all,in the case of erroneous registration due to company reasons,the companys shareholders can self-relief through corporate governance rules such as the resolution of the shareholders meeting,the exercise of appointment and dismissal rights,and the "approval of more than half of the companys other shareholders".Secondly,in terms of administrative relief,the company registration authority shall bear the state compensation liability based on the principle of limiting compensation for the registration errors caused by it,and the limited liability company should take the responsibility for its own risks,specifically fines,punishments for dishonesty,etc.Interested party can apply for correction registration,objection registration,administrative reconsideration,etc.for rights relief.Finally,in the field of civil liability,the company must assume strict liability,and other responsible subjects bear the presumption of fault liability.Stakeholders such as company shareholders can file lawsuits,and bona fide counterparties can obtain relief by exercising their right of choice.