未成年人继承股东资格问题探讨

发布时间：2018-05-20 09:07

本文选题：未成年人 + 股东资格　；参考：《江西财经大学》2017年硕士论文

【摘要】：未成年人继承股东资格在我国公司法及相关法律法规中没有明确规定,理论界对未成年人是否具有股东资格继承权也未形成统一认识。反对未成年人继承股东资格者认为未成年人不具备完全民事行为能力,难以直接行使股东权,未成年人继承股东资格无疑会增加商事交易的风险。但未成年人行为能力问题完全可以通过法律制度的构建与完善来解决,如对监护制度的完善。商事活动的日益发展,未成年人继承股东资格的情形频繁发生,而未成年人继承股东资格未得到我国司法实务及理论界的廓清,在发生未成年人继承股东资格时,通过何种程序以保护未成年人的股东资格继承权及死亡股东的权益亟待解决。从未成年人利益最大化原则及死亡股东财产自然延续的角度来看,应当赋予未成年人继承股东资格的权利,但就商事交易安全来讲不能不加区分的一味确认未成年人继承股东资格,比如对于一人公司应当明确禁止未成年人继承股东资格。在未成年人继承股东资格后,其后继权益如何得到保障,以免未成年人股东的权益遭受包括来自其最亲的人即监护人的侵害,我国现行法律、法规没有明确规定,故必须从程序和实体两个方面对侵害未成年人股东的行为进行规制。
[Abstract]:The qualification of the minor to inherit shareholders is not clearly stipulated in our company law and related laws and regulations, and the theoretical circle has not formed a unified understanding of whether the minor has the right to inherit the shareholder's qualification. Those who oppose the qualification of minor inheriting shareholders think that minors do not have complete capacity for civil conduct, and it is difficult to directly exercise the right of shareholders, and the qualification of minors to inherit shareholders will undoubtedly increase the risk of commercial transactions. However, the problem of minors' capacity to act can be solved by the construction and perfection of legal system, such as the perfection of guardianship system. With the development of commercial activities, the status of the minor inheriting shareholders occurs frequently, but the qualification of the minor inheriting shareholder has not been clarified by the judicial practice and the theoretical circle of our country, when the minor inherits the shareholder qualification, Through what procedure to protect minor's shareholder qualification inheritance right and the dead shareholder's rights and interests need to be solved urgently. From the perspective of the principle of maximizing the interests of minors and the natural continuation of the property of dead shareholders, minors should be given the right to inherit the qualification of shareholders. However, as far as the security of commercial transactions is concerned, it is necessary to recognize the qualification of the minor inheriting shareholders blindly, for example, the one-man company should explicitly prohibit the minor from inheriting the shareholder qualification. After a minor inherits the qualification of shareholders, how can his subsequent rights and interests be safeguarded so as not to be infringed upon by the minor shareholder's rights and interests, including those from his closest relative, that is, the guardian, the current laws and regulations of our country have not clearly stipulated, So we must regulate the behavior of infringing minor shareholders from two aspects: procedure and entity.
【学位授予单位】：江西财经大学
【学位级别】：硕士
【学位授予年份】：2017
【分类号】：D922.291.91

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