公司股东名册若干法律问题研究
发布时间：2018-09-19 13:32
【摘要】：公司应当配置股东名册是世界各国公司法对于公司的强制性要求。股东名册是公司的内部文件,主要记载股东及其出资或者其股份的信息。股东名册对公司、股东、债权人以及社会公众具有非常重要的意义。对公司来说,股东名册可以帮助公司确定某个时点上公司的股东资格,从而有利于公司送达股东会决议通知、分配股息等;对股东来说,股东名册作为确定股东资格的一个重要证据,有利于股东保护自己合法的权益,同时,股东可以通过将自己所持有的股权质押获得融资,而股权质押必须经过股东名册的登记方可有效;对债权人以及社会公众来说,当公司有违法行为需要追究其股东的法律责任时,股东名册有利于确定法律责任的主体,同时,债权人以及社会公众通过查阅股东名册能够确定公司的股权是否已经质押,从而保护了交易安全。所以,股东名册不仅在《公司法》中具有重要的作用,也涉及到股权质押的成立与否,从而也在《担保法》中扮演了很重要的角色。 本文主要论述了股东名册的若干法律问题。这些法律问题包括股东名册的法律性质、股东名册的配置、股东名册的记载事项以及股东名册的效力问题。 按照传统公司法的观点,股东名册是公司的一种书面文件,所以股东名册是一种要式的法律文件。但是随着公司IT化的发展,股东名册也可以采取电子形式加以保存,所以笔者以为股东名册的形式包括书面形式以及电子形式。对于股东名册的法律性质,很少有学者对此加以总结。笔者认为,股东名册的法律性质是具有商法技术性特征的记载法定股东信息的一种要式的簿册。 股东名册的配置问题主要包括配置主体、配置时间、配置地点和查阅问题。公司是股东名册的配置的义务主体,公司董事会是股东名册的配置的义务机关,董事会是公司的代表机关,当董事会没有履行股东名册的配置义务时,应当首先由公司来承担责任,公司可以向有关的董事进行追偿。股东名册作为公司的要式法律文件,应当允许包括债权人在内的社会公众的查阅。其中查阅权当然包括复印权,但是为了保证查阅权的行使不影响公司的合法权益,世界上许多国家公司法对复印权或者查阅权设定了一定的限制,笔者认为我国公司法应当借鉴这些比较成熟的立法,对查阅权的具体行使设定一定的限制。 笔者主张将股东名册的记载事项分为绝对记载事项、相对记载事项、任意记载事项。并提出了构成股东名册的最基本要素:一、股东姓名或者名称;二、
[Abstract]:It is a mandatory requirement of company law of all countries in the world that a company should set up a register of shareholders. The register of shareholders is the internal document of the company, which mainly records the information of the shareholders and their contribution or their shares. The register of shareholders is of great importance to the company, shareholders, creditors and the public. For a company, the stockholder register can help the company determine the company's shareholder qualifications at a certain point in time, thereby helping the company to serve notice of shareholders' meeting resolution, distribute dividends, etc.; for shareholders, As an important evidence for determining the qualifications of shareholders, the register of shareholders is conducive to the protection of their legitimate rights and interests. At the same time, shareholders can obtain financing by pledging their equity holdings. However, stock pledge must be registered with the register of shareholders. For creditors and the public, when a company needs to investigate the legal liability of its shareholders in case of illegal acts, the register of shareholders is conducive to determining the subject of legal liability, and at the same time, Creditors, as well as the public, are able to secure transactions by checking the register of shareholders to determine whether the company's shares have been pledged. Therefore, the stockholder roster not only plays an important role in Company Law, but also involves the establishment of equity pledge, thus playing an important role in the Law of Guaranty. This paper mainly discusses some legal problems of stockholder register. These legal issues include the legal nature of the stockholders' register, the allocation of the stockholder's register, the record of the stockholder's register, and the validity of the stockholder's register. According to the traditional company law, the stockholder's register is a kind of written document of the company, so the stockholder's register is a kind of important legal document. However, with the development of IT, the register of shareholders can also be preserved in electronic form, so the author thinks that the form of the register of shareholders includes written form and electronic form. Few scholars summarize the legal nature of the stockholder register. The author holds that the legal nature of the register of shareholders is a kind of important book which records the information of legal shareholders with the technical characteristics of commercial law. The allocation of the stockholder roster mainly includes the main body, the allocation time, the allocation place and the access problem. The company is the obligatory subject of the allocation of the shareholders' register, the board of directors is the compulsory organ for the allocation of the shareholders' register, and the board of directors is the representative organ of the company. When the board of directors fails to fulfill the allocation obligation of the register of shareholders, The liability should first be borne by the company, which may recover compensation from the directors concerned. The stockholder register, as the company's essential legal document, should be accessible to the public, including creditors. Of course, the right of inspection includes the right to copy, but in order to ensure that the exercise of the right of inspection does not affect the legitimate rights and interests of the company, many countries in the world have set certain restrictions on the right to copy or the right to inspect in the company law. The author believes that China's company law should draw lessons from these mature legislation and set certain restrictions on the specific exercise of the right of inspection. The author advocates that the record items of the stockholder register can be divided into absolute record item, relative record item and arbitrary record item. And put forward the most basic elements of the shareholders' register: first, the name or name of the shareholders; second,
【学位授予单位】：上海海事大学
【学位级别】：硕士
【学位授予年份】：2005
【分类号】：D912.29
本文编号：2250271
[Abstract]:It is a mandatory requirement of company law of all countries in the world that a company should set up a register of shareholders. The register of shareholders is the internal document of the company, which mainly records the information of the shareholders and their contribution or their shares. The register of shareholders is of great importance to the company, shareholders, creditors and the public. For a company, the stockholder register can help the company determine the company's shareholder qualifications at a certain point in time, thereby helping the company to serve notice of shareholders' meeting resolution, distribute dividends, etc.; for shareholders, As an important evidence for determining the qualifications of shareholders, the register of shareholders is conducive to the protection of their legitimate rights and interests. At the same time, shareholders can obtain financing by pledging their equity holdings. However, stock pledge must be registered with the register of shareholders. For creditors and the public, when a company needs to investigate the legal liability of its shareholders in case of illegal acts, the register of shareholders is conducive to determining the subject of legal liability, and at the same time, Creditors, as well as the public, are able to secure transactions by checking the register of shareholders to determine whether the company's shares have been pledged. Therefore, the stockholder roster not only plays an important role in Company Law, but also involves the establishment of equity pledge, thus playing an important role in the Law of Guaranty. This paper mainly discusses some legal problems of stockholder register. These legal issues include the legal nature of the stockholders' register, the allocation of the stockholder's register, the record of the stockholder's register, and the validity of the stockholder's register. According to the traditional company law, the stockholder's register is a kind of written document of the company, so the stockholder's register is a kind of important legal document. However, with the development of IT, the register of shareholders can also be preserved in electronic form, so the author thinks that the form of the register of shareholders includes written form and electronic form. Few scholars summarize the legal nature of the stockholder register. The author holds that the legal nature of the register of shareholders is a kind of important book which records the information of legal shareholders with the technical characteristics of commercial law. The allocation of the stockholder roster mainly includes the main body, the allocation time, the allocation place and the access problem. The company is the obligatory subject of the allocation of the shareholders' register, the board of directors is the compulsory organ for the allocation of the shareholders' register, and the board of directors is the representative organ of the company. When the board of directors fails to fulfill the allocation obligation of the register of shareholders, The liability should first be borne by the company, which may recover compensation from the directors concerned. The stockholder register, as the company's essential legal document, should be accessible to the public, including creditors. Of course, the right of inspection includes the right to copy, but in order to ensure that the exercise of the right of inspection does not affect the legitimate rights and interests of the company, many countries in the world have set certain restrictions on the right to copy or the right to inspect in the company law. The author believes that China's company law should draw lessons from these mature legislation and set certain restrictions on the specific exercise of the right of inspection. The author advocates that the record items of the stockholder register can be divided into absolute record item, relative record item and arbitrary record item. And put forward the most basic elements of the shareholders' register: first, the name or name of the shareholders; second,
【学位授予单位】：上海海事大学
【学位级别】：硕士
【学位授予年份】：2005
【分类号】：D912.29
【引证文献】
相关期刊论文 前1条
1 娄晓燕;;浅议我国股东名册的地位[J];法制与经济(下旬);2012年04期
相关博士学位论文 前2条
1 丁俊峰;合同视角下股东知情权理论研究[D];华东政法大学;2007年
2 吕欣;股东知情权法律问题研究[D];吉林大学;2010年
相关硕士学位论文 前4条
1 郑丽平;论我国有限责任公司股东资格的认定[D];中国政法大学;2011年
2 张洪光;权利质押研究[D];山东大学;2006年
3 於昀;论有限责任公司股权质押之当事人权利平衡[D];复旦大学;2008年
4 付雪萍;股份有限公司股东查阅权研究[D];北方工业大学;2009年
，本文编号：2250271
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