改制公司股东资格认定及股东会决议效力探析——以杨某与A公司股东会决议效力纠纷案为视角民商法学专业论文.docx

1 1 2 2 Abstract Many enterprises that reformed in the 1990s, which were possessed by sated-owned or collective, were affected more or less by policies. However, Those companies are different from the characters of the limited liability company under the Companies Act 1993, which can not fully in according with elements of modern companies，so it triggers many litigations, and revoke a lot of difficulties. To begin with, this article descriptions one case, and combination the theory and realty , we study the controversy after company which reformed in the last century. There are 2,260000 words in the article ,which contains five parts. Part one will simply illustrate the case, and the disputes in the litigation. Part two will discuss the disputes and the result. In this part, we expound the controversies. For example, Whether the litigations which triggered by the company can applicable the Company Act, or how to identify the qualification of the shareholders and the validity of the shareholders meeting ,which may not in line with the law, even the lawsuit about the lack of resolution of shareholders meeting, the validity about equity agreement ,how to treat the interests , and so on. Part three will expound the law application, analysis the essence of enterprises that reformed. Refer to the lack of the normative, corporation autonomy and balanced interests, the litigation above can not fully amend by the Company Act, which connects with the social environments, such as history, now and future. Part four will discuss the qualification of shareholders. We think that, the business registration just has the function of declaratory. In the internal relationship of company, the standard is not only the business registration. As far as the qualification of shareholders concerned, it relates with shareholders’ register, certificate of contribution capital, articles of corporation and business registration, which should treated in the principle of double standard betwe