有限责任公司隐名股东股权继承问题的实例分析
发布时间：2018-10-10 17:17
【摘要】：隐名投资现象的不断增多,使名目繁多的有关隐名股东权益问题所引起的纠纷接连不断,困惑难解。而有关有限责任公司隐名股东股权继承问题的出现,势必会面临新的困惑与疑问。一方面,法律没有对隐名股东作出明确的规定,对于隐名股东的股东资格该如何界定,学术界目前还处于比较混乱,争论不休的局面。另一方面,《公司法》对股权继承问题的规定,显得抽象概括也不够严密,使司法界与学术界仍旧各持观点,没能形成一个统一的操作标准。这种状况,面对隐名股东的股权可否继承这个问题时,还是找不到比较准确的法律依据和对应的基础理论。本文笔者通过案例分析,针对案例本身需要界定清楚的相关问题,理论联系实际,层层展开,意图找到一个合理有效的处理有关有限责任公司隐名股东股权继承问题的方案,这是本文的核心内容。在此基础上笔者期望同时能够建立起一套行之有效的法律体系,以应对因隐名投资而引起的纷繁复杂的纠纷,规范经济市场。 本文主要分为以下四个部分展开论述,共计大约20000字 第一部分从写作本文的初衷入手,说明了写作此问题之缘起。首先对改编案例的基本情况做了概括介绍,以案例所针对的焦点问题为主线,通过对案例争议焦点的分析,提出处理此案急需界定清楚的相关问题。 第二部分对股东资格认定相关的问题做了基本论证。先对股权性质、股东资格的内涵及其与股东相互间的关系做了厘定,在对此问题分析的基础上,得出-般情况下股东确权应满足的基本条件,依此为絮机理清股东资格认定的应然标准。为处理与此相关纠纷提供参照标准及价值取向。 第三部分是对隐名股东确权问题的核心分析,是本文需要理清的重点与难点问题。通过对隐名股东基本内涵与外延的诠释,明了隐名股东的性质。借鉴当前立法、理论界与实务界应对隐名股东问题的思路,依此启发,通过对当前主流学说的考量,推出确认隐名股东资格认定的具体思路。 第四部分是对隐名股东股权继承问题的阐述分析。首先对股权继承相关的问题做了综述,分析规范化的股权继承；再依前面的论断为基础,结合股东资格认定的标准,对隐名股东股权继承需要满足的要件做了分析,据此确立隐名股东股权继承的途径,希望为以后司法实践中遇到相同或类似的案例提供一些理论上的支撑。 本文笔者以案例分析为基础,结合学理和司法实践对案例进行综合探析,试图找出对隐名股东资格认定及股权继承具有普遍指导意义的规则与具体思路。
[Abstract]:The increasing phenomenon of anonymous investment leads to numerous disputes caused by the rights and interests of hidden shareholders. However, the emergence of stockholders' equity inheritance in limited liability companies is bound to lead to new puzzles and questions. On the one hand, the law does not have a clear stipulation on the dormant shareholders, and the academic circle is still in a confused and controversial situation about how to define the qualification of the dormant shareholders. On the other hand, the provisions of Company Law on equity inheritance are not strict enough, which makes the judicial and academic circles still hold different views and fail to form a unified standard of operation. Faced with the problem of whether the stockholders can inherit, they still can not find the more accurate legal basis and the corresponding basic theory. Through the case analysis, aiming at the relevant problems that need to be clearly defined in the case itself, combining theory with practice, the author tries to find a reasonable and effective scheme to deal with the problem of equity succession of hidden shareholders in limited liability companies. This is the core of this article. On this basis, the author hopes to set up an effective legal system to deal with the complicated disputes caused by anonymous investment and standardize the economic market at the same time. This paper is divided into the following four parts, a total of about 20000 words the first part from the original intention of writing this article, explains the origin of this problem. First of all, the basic situation of the case adaptation is introduced, with the focus of the case as the main line, through the analysis of the focus of the case dispute, the urgent need to deal with the case clearly defined related issues. The second part has made the basic argument to the shareholder qualification related question. First of all, the nature of equity, the connotation of shareholder qualification and the relationship between shareholders and shareholders are determined. On the basis of the analysis of this problem, the basic conditions that shareholders' right of confirmation should be satisfied under normal circumstances are obtained. According to this mechanism clear shareholders qualification should be the standard. To provide reference standards and value orientation for dealing with related disputes. The third part is the core analysis of implicit shareholders' right of confirmation, which is the focus and difficulty of this paper. Through the interpretation of the basic connotation and extension of the dormant shareholders, the nature of the dormant shareholders is understood. Drawing lessons from the current legislation, the theoretical and practical circles should deal with the problem of anonymous shareholders, according to this inspiration, through the consideration of the current mainstream theory, the author puts forward the specific idea of confirming the qualification of the dormant shareholders. The fourth part is to explain and analyze the stock right inheritance of hidden shareholders. First of all, it summarizes the problems related to equity inheritance, analyzes the standardized equity inheritance, and then according to the previous judgment, combined with the criteria of shareholder qualification, the paper analyzes the requirements to be satisfied by anonymous shareholders' equity inheritance. Based on this, it is hoped to provide some theoretical support for the same or similar cases encountered in judicial practice in the future. On the basis of case analysis, the author tries to find out the rules and concrete ideas which have universal guiding significance to the qualification of dormant shareholders and the inheritance of shares by combining the theory of theory and judicial practice.
【学位授予单位】：西南政法大学
【学位级别】：硕士
【学位授予年份】：2011
【分类号】：D922.291.91
本文编号：2262621
[Abstract]:The increasing phenomenon of anonymous investment leads to numerous disputes caused by the rights and interests of hidden shareholders. However, the emergence of stockholders' equity inheritance in limited liability companies is bound to lead to new puzzles and questions. On the one hand, the law does not have a clear stipulation on the dormant shareholders, and the academic circle is still in a confused and controversial situation about how to define the qualification of the dormant shareholders. On the other hand, the provisions of Company Law on equity inheritance are not strict enough, which makes the judicial and academic circles still hold different views and fail to form a unified standard of operation. Faced with the problem of whether the stockholders can inherit, they still can not find the more accurate legal basis and the corresponding basic theory. Through the case analysis, aiming at the relevant problems that need to be clearly defined in the case itself, combining theory with practice, the author tries to find a reasonable and effective scheme to deal with the problem of equity succession of hidden shareholders in limited liability companies. This is the core of this article. On this basis, the author hopes to set up an effective legal system to deal with the complicated disputes caused by anonymous investment and standardize the economic market at the same time. This paper is divided into the following four parts, a total of about 20000 words the first part from the original intention of writing this article, explains the origin of this problem. First of all, the basic situation of the case adaptation is introduced, with the focus of the case as the main line, through the analysis of the focus of the case dispute, the urgent need to deal with the case clearly defined related issues. The second part has made the basic argument to the shareholder qualification related question. First of all, the nature of equity, the connotation of shareholder qualification and the relationship between shareholders and shareholders are determined. On the basis of the analysis of this problem, the basic conditions that shareholders' right of confirmation should be satisfied under normal circumstances are obtained. According to this mechanism clear shareholders qualification should be the standard. To provide reference standards and value orientation for dealing with related disputes. The third part is the core analysis of implicit shareholders' right of confirmation, which is the focus and difficulty of this paper. Through the interpretation of the basic connotation and extension of the dormant shareholders, the nature of the dormant shareholders is understood. Drawing lessons from the current legislation, the theoretical and practical circles should deal with the problem of anonymous shareholders, according to this inspiration, through the consideration of the current mainstream theory, the author puts forward the specific idea of confirming the qualification of the dormant shareholders. The fourth part is to explain and analyze the stock right inheritance of hidden shareholders. First of all, it summarizes the problems related to equity inheritance, analyzes the standardized equity inheritance, and then according to the previous judgment, combined with the criteria of shareholder qualification, the paper analyzes the requirements to be satisfied by anonymous shareholders' equity inheritance. Based on this, it is hoped to provide some theoretical support for the same or similar cases encountered in judicial practice in the future. On the basis of case analysis, the author tries to find out the rules and concrete ideas which have universal guiding significance to the qualification of dormant shareholders and the inheritance of shares by combining the theory of theory and judicial practice.
【学位授予单位】：西南政法大学
【学位级别】：硕士
【学位授予年份】：2011
【分类号】：D922.291.91
【参考文献】
相关期刊论文 前6条
1 王俊华;;试析隐名投资者的股东资格认定[J];当代经济;2007年10期
2 郝朝晖;股权若干问题浅析[J];当代法学;1999年02期
3 古锡麟;李洪堂;;股权转让若干审判实务问题[J];法律适用;2007年03期
4 楼晓;;论“出资”“股份”“股权”及“股东资格”间的法律关系——以有限责任公司为论述基点[J];法学杂志;2009年02期
5 江平,孔祥俊;论股权[J];中国法学;1994年01期
6 钱明星;论公司财产与公司财产所有权、股东股权[J];中国人民大学学报;1998年02期
相关重要报纸文章 前1条
1 刘敏;[N];人民法院报;2003年
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