The dispute over the confirmation of shareholder qualification refers to the dispute between shareholders or between shareholders and the company on the existence of shareholder qualification or the specific shareholding situation and proportion. Equity is a legal right stipulated in the Civil Code, and the basis of claim arising from it is specific and legal, which is obvious in the dispute between explicit shareholders and anonymous shareholders. From this point of view, the confirmation of shareholder qualification is particularly important, and shareholder qualification is the premise for shareholders to exercise their equity. The writing of this paper stems from the consultation with the parties a few days ago, so the author discusses this, that is, whether the shareholder's signature is forged and whether its shareholder qualification can be recognized.

In this respect, the civil judgment of (20 19) Jing 03 1 1353 is also very incisive. The court of first instance of this case held that the determination of the shareholder qualification of a limited liability company needs to be comprehensively judged by the following factors: first, whether there is an expression of intention to contribute to the establishment of the company; Second, whether it is listed as a shareholder of the company in the public industrial and commercial registration, articles of association, register of shareholders and other records; Third, whether the shareholders' capital contribution obligations have been fulfilled; Fourth, whether the shareholders' rights have been actually exercised. The above criteria should focus on specific cases.

Next, we can follow the judge's thinking and see how to understand this problem in judicial practice. Whether Cheng Yuling is a shareholder of Shuang Bao Yuan Company is specifically discussed by the court of first instance as follows: 1. According to the articles of association of Shuang Bao Yuan Company, "Cheng Yuling" is a shareholder of Shuang Bao Yuan Company. This case is a shareholder qualification confirmation lawsuit within the company. In the absence of equity change, the filing of the articles of association is the most important basis for the confirmation of shareholders' qualifications. The articles of association are the basic legal documents for the establishment of a company. Signing the articles of association is the real intention of the actor to set up and join the company. Being recorded as a shareholder in the company's articles of association is the true expression that the company and other shareholders agree to join the company and recognize their shareholder qualifications. Therefore, the shareholders and their capital contributions recorded in the company's articles of association play a decisive role in shareholder qualification and equity confirmation. For the shareholders recorded in the articles of association, whether they actually fulfill their capital contribution obligations does not affect their shareholder qualifications. In this case, since the establishment of Shuangbaoyuan Company, Cheng Yuling's shareholder status has been recorded in the company's articles of association and has not been changed. Whether Cheng Yuling actually fulfilled the obligation of capital contribution does not affect her shareholder qualification.

Here, the important role of the articles of association for the confirmation of shareholders' qualifications has been well revealed. In fact, whether for the company or shareholders, the significance of the articles of association is by no means limited to this. Especially for the modern company system, the role of the articles of association has been continuously strengthened, which is reflected in the continuous maintenance and expansion of the legal effect of the articles of association. Therefore, how to design, sign and implement a company's articles of association is becoming more and more important. The problem between shareholder qualification confirmation and the articles of association embodied in this case is only the tip of the iceberg in the company dispute, but this judgment also reveals the legal significance behind the articles of association.

Second, the industrial and commercial registration file of Shuangbaoyuan Company lists "Cheng Yuling" as the company's shareholder. Although this case is a shareholder qualification confirmation dispute within the company, because Cheng Yuling and Wang Liansheng had a dispute with a third person, the interests of the company's creditors were harmed. Whether Cheng Yuling is a shareholder of Shuang Bao Yuan Company involves the rights and interests of Runmu Wealth Investment Management Group Co., Ltd.; Therefore, Cheng Yuling's shareholder qualification should be judged in combination with the industrial and commercial registration materials with external publicity effect. Once a company's events are registered and publicized, it should be presumed that they have corresponding legal effect, and the behavior of a bona fide third party based on the registered events should be effective, even if there are defects or errors in the registration. Company registration protects the trust interests of bona fide third parties on the appearance of registration, thus maintaining the safety and speed of transactions.

In this case, from the date of Shuang Bao Yuan Company's application for establishment to the date of cancellation, Cheng Yuling was recorded as a shareholder in the industrial and commercial registration files of the company's establishment and subsequent change of registration information, and some important materials were accompanied by Cheng Yuling's signature and a copy of his ID card. As the third party of the transaction, Runmu Company has reason to have true and legal trust in this authoritative announcement approved by the registration authority. Furthermore, on August 17, 2000, Shuangbaoyuan Company was revoked. In the case that the company is revoked, it is recognized that the registered shareholders "Wang Liansheng, Feng,,, Cheng Yuling" have the qualifications of shareholders, which is more in line with the understanding of the counterpart of Shuang Bao Yuan Company and can avoid damaging the legitimate interests of the counterparty of the company to the maximum extent.

The special feature of this case is that the confirmation of shareholder qualification involves the interests of a third party. From the perspective of maintaining transaction security, of course, there is a problem of the principle of publicity and public trust, and the conclusion is that the information that has been publicized should have credibility and the trust of the third party is justified in law. In this case, both the articles of association and the industrial and commercial archives are publicized. Of course, the articles of association may be relatively different from the articles of association for filing, and the publicity of industrial and commercial files is certain. This setting itself is to maintain transaction security and protect the interests of third parties.

Third, if the signature of the industrial and commercial registration file is not Cheng Yuling's own signature, can she be denied her shareholder qualification? The most direct evidence to prove that the party concerned is a shareholder of the company is to sign the company establishment registration and other related materials in the industrial and commercial registration file. If the signature is not the shareholder's own signature, and the registered shareholder of the company is registered by someone else using his identity, it shall be confirmed that he is not a shareholder of the company. However, if a shareholder does not raise any objection after knowing that his identity has been fraudulently used or stolen, or although he has not made it clear, he actually participates in the management of the company as a shareholder, exercises his rights as a shareholder, or agrees that others use his identity to set up and operate the company, his application for confirmation as a non-company shareholder shall not be supported.

To sum up, the company's industrial and commercial registration files can't draw the conclusion that the registered shareholder is not a shareholder, which needs to be judged by combining the fact that the parties are shareholders of the company or agree that others can use their own identity to set up and operate the company. It should be noted that "countersignature" can only happen with the knowledge or acquiescence of the signer, which is different from "fraudulent use" or "identity theft" signature. In this case, Cheng Yuling did not give a reasonable explanation for the identity information in the industrial and commercial materials. Even if the signature of "Cheng Yuling" in the industrial and commercial registration file of Shuangbaoyuan Company is not my own signature, Cheng Yuling did not provide evidence to prove that the signer "fraudulently used or embezzled" his identity without my consent. Therefore, even if the signature of the industrial and commercial registration file of Shuangbaoyuan Company is not Cheng Yuling's own signature, the existing evidence cannot reach the level of denying its shareholder qualification.

Here, the judgment returns to the legal analysis of the specific signature behavior. The nature of the signature behavior seems to be from the perspective of evidence, but it actually follows the logic of the interpretation of the signature behavior, and its essence is still trying to explore the true meaning of the parties through the interpretation of the legal behavior. In this regard, whether it is the signature on the company's articles of association or the signature on the industrial and commercial archives, what is finally determined is the true expression of the shareholder's signature. Of course, this true expression is the result of legal exploration. Therefore, combined with the above analysis, the articles of association of Shuangbaoyuan Company states that Cheng Yuling is a shareholder of the company. The industrial and commercial registration file of Shuangbaoyuan Company also shows that Cheng Yuling is a shareholder of Shuangbaoyuan Company. On the premise that there is no reasonable explanation for the identity information in the industrial and commercial registration materials, and there is no evidence to prove that Cheng Yuling's signature is indeed "fraudulently used" or "stolen" by others, even if the signature of Zhong Yuling in the industrial and commercial registration file is not my own signature, the openness and credibility of industrial and commercial registration cannot be denied.