What do you know about the register of shareholders?

A limited liability company shall keep a register of shareholders, record the names and addresses of the shareholders, the amount of capital contribution of the shareholders, the number of the certificate of capital contribution, and register the names of the shareholders with the company registration authority, which is the legal obligation of the limited liability company. Since disputes over the record of shareholders are directly related to the confirmation of shareholder qualifications and the exercise of equity, and are closely related to the interests of shareholders, from a legal point of view, the register of shareholders is a necessity for a limited liability company, which is the basis for the company to issue notices to shareholders, determine shareholders, confirm the validity of capital contribution transfer, and prove shareholder qualifications. However, in practice, many companies will ignore the legal connotation of the shareholder register.

Therefore, the specific effect of the register of shareholders is manifested in the relationship with the company, and only the person recorded in the register of shareholders can become a shareholder of the company. Shareholders recorded in the register of shareholders may claim to exercise their rights as shareholders in accordance with the register of shareholders.

The register of shareholders is a register that records the personal information of the shareholders of a limited liability company and the amount of capital contributions they have paid. The register of shareholders may be placed in the company and filed with the company registration authority. When there is a change in the content recorded in the register, it shall be reported to the registration authority for the record in a timely manner.

The register of shareholders has a specific effect, and it is the basis for the company to issue notices to shareholders, determine shareholders, and confirm the validity of capital contribution transfer. In the event of a change of shareholders, the creditor's rights, debts and foreign investments of the corporate shareholders shall be liquidated. When the shareholder of the legal person loses his legal person status, he shall be deregistered in accordance with law.

In the event of a change in the shareholders of natural persons, they may entrust others to perform their rights and obligations on their behalf. In the event of the death of a natural person, his lawful heirs or donees shall acquire his or her status.

The register of shareholders refers to the book of the company that records the relevant shareholders and their equity status. The register of shareholders shall include statutory contents, and those that do not include this content cannot be called the register of shareholders. Its statutory contents are:

the name and address of the shareholder; the amount of capital contributed by shareholders; Certificate of Capital Contribution No. The company shall register the names of the shareholders and the amount of their capital contributions with the company registration authority; Where there is a change in the registration items, the modification registration shall be handled. Where registration has not been made or the registration has been changed, it must not be used against a third party.

Still, the company needs to finalize a list of shareholders because the company must pay dividends to shareholders, distribute new shares, or notify shareholders to convene a general meeting. As a result, as a static method of grasping shareholders, the technical system of shareholder register came into being. In order to make it easy for domestic companies to determine the list of shareholders, so as to deal with the relationship between the company and shareholders efficiently, quickly, collectively and continuously, the company laws of various countries generally stipulate that joint-stock companies and companies must keep a register of shareholders.

As a system, the shareholder register will have some significant impact on the relevant systems in the company law, for example, the shareholder register plays a very important role in equity transfer and equity pledge.

The company law of various countries generally has detailed provisions on the preparation of the register of shareholders, and the company law of the People's Republic of China mainly stipulates the preparation of the register of shareholders by the company. However, in practice, the company is not the only entity that keeps the shareholder register, and the main body of the shareholder register is diverse. For example, Article 148 of China's ** Law indicates that the ** registration and clearing institution has the obligation to prepare a register of holders (shareholder register) of a listed company.

Therefore, this paper not only focuses on the company's shareholder register preparation system, but also pays attention to the provision of shareholder registers by other entities, and makes some comments on the relationship between shareholder registers prepared by different entities.

The contents of the register of shareholders include the amount of capital contributed by the shareholder, the name and address of the shareholder, and the number of the capital contribution certificate. According to the relevant laws and regulations, a new capital contribution certificate shall be issued and registered for the change of equity, in order to counter a bona fide third party.

1. What matters should be recorded in a limited liability company?

A limited liability company shall record the following matters:

1. The name, name and address of the shareholder;

2. The amount of capital contributed by shareholders;

3. The capital contribution certificate number, the shareholder recorded in the list of shareholders, may claim to exercise shareholder rights in accordance with the list of shareholders.

According to the provisions of the Company Law of the People's Republic of China, a company shall register the names of shareholders with the company registration authority; Where the registration items are changed, the registration shall be changed. Where the registration is not registered or the registration is changed, it must not be confronted by a third party.

2. When is the date of equity change?

The date of equity change is the date of registration of the change at the Industrial and Commercial Bureau. After the transfer of equity, the company shall cancel the capital contribution certificate of the original shareholder, issue the capital contribution certificate to the new shareholder, and amend the articles of association and the register of shareholders accordingly. Within 30 days after approval by the competent department or the examination and approval authority, an application shall be made to the competent registration authority for modification of registration.

3. Did the shareholders change after the equity transfer contract was signed?

After the equity transfer contract was signed, there was no legal effect of changing the shareholders.

After the completion of the equity transfer contract, the issuance of the shareholder's capital contribution certificate, and the registration of the fictitious change of the equity balance, the transferee obtained the shareholder qualification.

According to Article 73 of the Company Law, after the transfer of equity in accordance with Articles 71 and 72 of this Law, the company shall cancel the capital contribution certificate of the original shareholder, issue the capital contribution certificate to the new shareholder, and accordingly amend the articles of association and the record of the shareholder and the amount of capital contribution in the register of shareholders. Such amendments to the Articles of Association do not need to be voted on by the shareholders' meeting.

Article 32 of the Company Law.

A limited liability company shall maintain a register of shareholders to record the following matters:

1) The name and address of the shareholder;

2) the amount of capital contributed by the shareholders;

3) The number of the capital contribution certificate.

Shareholders recorded in the register of shareholders may claim to exercise their rights as shareholders in accordance with the register of shareholders. The company shall register the names of the shareholders with the company registration authority; Where there is a change in the registration items, the modification registration shall be handled. Where registration has not been made or the registration is changed, it must not be confronted by a third party.

Legal distraction: The register of shareholders shall record the following contents: (1) the name or title and address of the shareholder; (2) the number of shares held by each shareholder; (3) The number of ** held by each shareholder; (4) The date on which each shareholder acquires the shares.

Legal basis: Article 130 of the Company Law of the People's Republic of China If a company issues a registered name, it shall keep a register of shareholders and record the following matters:

1) The name and address of the shareholder;

2) the number of shares held by each shareholder;

(3) The number of ** held by each shareholder;

(4) The date on which each shareholder acquires the shares.

If the company issues a non-registered tour with a short rolling name, the company shall record its number, number and issuance date.

1) The name and address of the shareholder;

2) the number of shares held by each shareholder;

3) The number of the ** held by each shareholder;

(4) The date on which each shareholder acquires the shares.

1. What is the difference between a joint-stock company and a limited liability company?

The differences between a joint-stock company and a limited liability company are as follows:

1. The number of people is different. The share **** should have 2 or more promoters of less than 200 people, and the limited liability company must have more than 2 shareholders and less than 50 shareholders;

2. The form of shareholder equity is different. The shares **** divide the equal amount of shares, and the limited liability company does not make this division.

The establishment of companies is different, the degree of freedom of share transfer is different, and the degree of separation of enterprise ownership and management rights is different. A limited liability company shall maintain a register of shareholders to record the following matters:

1. The name and address of the shareholder;

2. The amount of capital contributed by shareholders;

3. The number of the capital contribution certificate.

Second, how to handle the equity transfer.

According to the provisions of the Company Law of the People's Republic of China, the transfer of shares by shareholders shall be carried out in the first trading venue established in accordance with the law or in other ways stipulated in the law.

Registered **, which is transferred by shareholders by endorsement or other methods prescribed by laws and administrative regulations; After the transfer, the company shall record the name and address of the transferee in the register of shareholders.

Within 20 days before the convening of the general meeting of shareholders or within 5 days before the date of the company's decision on the distribution of dividends, the registration of changes to the register of shareholders specified in the preceding paragraph shall not be carried out.

However, if the law has other provisions on the registration of changes in the register of shareholders of listed companies, such provisions shall prevail. In the case of an anonymous transfer, the transfer shall be effective upon the delivery of the ** by the shareholder to the transferee.

3. How long does it take to get to the main board.

The ** held by the company is locked for at least 36 months from the date of listing, while the *** market stipulates that the ** held by the controlling shareholder and the actual controller can be transferred one-third of the ** held by the controlling shareholder and the actual controller at three points of time, including the date of listing, the full year of listing and the full year of listing. In addition, for other shareholders of the company, the main board listed company** is locked for at least 12 months from the date of listing of the company. The new shares held by the directors, supervisors and senior managers of the company shall not exceed their shares each year during their tenure.

The shares of the company's subsidiaries held by ** shall not be transferred within one year from the date of listing and trading. Within half a year after the resignation of the above-mentioned personnel, they shall not transfer their shares of the company. In addition, other shareholders are subject to the restriction of sales.

Article 130 of the Company Law of the People's Republic of China If a company issues a registered name, it shall keep a register of shareholders and record the following matters:

1) The name and address of the shareholder;

2) the number of shares held by each shareholder;

(3) The number of ** held by each shareholder;

4) The date on which each shareholder acquires the shares.

If the bearer ** is issued, the company shall record the quantity, number and issuance date of the **.