What Is a Shareholder Register?
The shareholder register refers to the company's register of shareholders and their shareholding status. The register of shareholders shall include statutory content, and those who do not include this content shall not be referred to as the register of shareholders. Its legal contents are:
Register of shareholders
- Countries
- The provisions of the company's register of shareholders are generally detailed in company laws of various countries, and the Chinese company law also mainly regulates the provision of companies' register of shareholders. However, in fact, the company is not the only entity that maintains the register of shareholders. The main body of the register of shareholders is diversified. For example, the provisions of Article 148 of the Chinese Securities Law indicate that
- Companies laws in various countries generally use companies to maintain register of shareholders as company directors or
- The register of shareholders is recorded
- Presumption of rights in the register of shareholders
- In relation to the company, only those who are listed in the shareholder register can become shareholders of the company.
- This is the presumed effect of the rights of the shareholder register. A person who is listed as a shareholder on the register of shareholders need not present the stock to the company or
- Definition: The register of shareholders is the basis for determining the qualifications of shareholders. The shareholders recorded in the register of shareholders are considered in the relationship with the company
Items on the register of shareholders
- The company laws of various countries have stipulated the items recorded in the shareholder register, and the regulations in each country are basically the same.
- Japanese Commercial Code
- For example, Article 223, Paragraph 1 of the Japanese Commercial Code states: "A director must make a register of shareholders and record or do the following:
- 1. Name and domicile of directors;
- 2. The type and number of shares held by each shareholder;
- 3. When issuing shares on the shares held by each shareholder, the number of the shares;
- 4. The date on which each share was acquired;
- 5. When issuing stocks with conversion reservation rights, the matters listed in Article 175, paragraph 2 (4) -5;
- 6. When issuing shares with forced conversion conditions, the matters listed in Article 175, paragraph 2 (4) -6.
- Taiwan Company Law
- Paragraph 1 of Article 169 of the "Company Law" of Taiwan, China states: "The register of shareholders shall number the items listed on the left:
- 1. The real name or name, residence or domicile of each shareholder.
- 2. The number of shares of each shareholder and the number of its shares.
- Third, the year, month and day of the stock issue. 4. The issue of bearer shares shall record the number and number of shares and the year, month and day of issue. 5. Those who issue special shares shall indicate the words of special category. "
- China Company Law
- Articles 33 and 134 of the Chinese Company Law also apply to shareholders
- Company Law
- (2) the amount of capital contributed by shareholders;
- (3) The number of the capital contribution certificate. "
- Article 134 states: "If a company issues registered shares, it shall maintain a register of shareholders, which shall record the following matters:
- (1) the name or the name and domicile of the shareholder;
- (2) the number of shares held by each shareholder;
- (3) the number of the stock held by each shareholder;
- (4) The date on which each shareholder obtained his shares.
- When issuing bearer shares, the company shall record the number, serial number and issue date of its shares. As can be seen from the above, the provisions of the Chinese Company Law on the matters recorded in the register of shareholders are basically the same as those of other countries, but there are some minor differences, mainly because China does not provide for special shares.
- Whereas, Article 165 of the Revised Draft Company Law retains the provisions of Article 135 of the current Company Law, which states that "the State Council may make separate regulations on the issue of other types of stocks by companies other than those specified in this Law." Scholars explained that in fact it should be the provisions of special shares, but there is no clear concept. Starting from the scientific nature of the legislation, although the State Council has not yet stipulated "other types of stocks", the amendments to the Company Law should provide for "other types of stocks" in advance in the items recorded in the shareholder register for completeness. In addition, in the company's legal practice, the register of shareholders must generally record matters such as equity pledge rights, equity trusts, etc., and the recording of these matters is theoretically without any dispute, and is also necessary in practice. Therefore, in the amendment of the Company Law, the items recorded in the register of shareholders should be added: "other matters related to shareholders' rights and interests." In this way, some practices can have clear legal basis.
Corresponding questions on the register of shareholders
- Closing of shareholder register and equity registration date
- The records on the register of shareholders are constantly changing with the transfer of equity. When a company holds a general meeting of shareholders or decides on the distribution of earnings, it must maintain the certainty of the shareholders of the company so that the general meeting of shareholders can be convened smoothly and the distribution plan can be determined and implemented smoothly. The closure of the shareholder register and the equity registration date system are two methods to maintain the certainty of the company's shareholders, which are discussed together here. The so-called closure of the shareholders 'register means that the company ceases the records of the shareholders' register for a certain period of time in order to determine the candidates who can participate in the shareholders 'general meeting or other rights holders who can exercise shareholders' rights or pledge rights. The so-called equity registration date refers to the "some date" stipulated by the company to determine the candidates who can participate in the shareholders' general meeting or other rights holders who can exercise shareholder rights or pledge rights. The registered shareholders at the end of the equity registration date are the company's shareholders.
- Inspection of register of shareholders
- The system of checking the register of shareholders is of great significance in company law. For example, checking the register of shareholders made by a securities registration and settlement institution or an equity custodian can determine information such as ownership and changes of shares; while reviewing the register of shareholders made by a company, shareholders can learn the names, names, and domiciles of other shareholders so that shareholders can interact with other shareholders Discuss the company's business affairs, such as requesting for a power of attorney, discussing derivative litigation, discussing suggestions made by management, etc. The contents of the shareholder register inspection system should be distinguished from different shareholders register holders and made corresponding provisions. The main body of the shareholder register is different, so the content of the shareholder register review system should be different. For the register of shareholders made by the securities registrar and clearing institution and the equity custodian, the registration of these two institutions is an effective requirement for changes in rights such as equity transfers and equity pledges. Once registered, the legal consequences of equity transfer and equity pledge will occur, and it will have the effect against third parties. The registration of the securities registrar and clearing institution and the equity custodian institution is actually the way of public announcement of equity changes. Therefore, the shareholder register prepared by these two institutions to reflect the status of equity registration should be disclosed to unspecified people in the society. Anyone who has to pay the necessary fees to the securities registrar and equity custodian institution can consult the register of shareholders maintained by the two institutions without giving reasons. The documents produced by the administration of industry and commerce that reflect the equity status of a limited company are also a way of publicizing the changes in the equity of a limited company, and should be disclosed to unspecified people in the society. It goes without saying.