Although the impersonated person is registered as a shareholder in the business registration, it cannot be recognized as a shareholder. The reason is that if the person being impersonated is a non-existent person, it will inevitably result in the absence of shareholders, causing no one to bear their rights and obligations, which is not conducive to maintaining the stability of the company's legal relationship; If the person whose name is impersonated is a person whose name has been stolen, and their signature on the company's articles of association and shareholder register is impersonated by someone else because they have not actually contributed capital, it does not comply with legal provisions and cannot be recognized as a shareholder.

Counterfeiting shareholders cannot be recognized as shareholders. The impersonation of shareholders is nothing more than to evade the prohibitive provisions of the law. If an impersonating shareholder is identified as a company shareholder, it not only violates legal regulations but also encourages malicious impersonation behavior. Sometimes, there is also the practice of changing oneself into a company shareholder by forging documents signed by other shareholders, which is not a company shareholder at all. This act of impersonation is called reverse impersonation and is an invalid act.

Case 1: The Supreme Court's 2010 "Equity Dispute Case between Tu, a Development Company, Xu, and Other Companies". In 2000, Tu opened an account with a bank and established a real estate company with a copy of his wife and brother Xu's ID card, holding 40% equity. Since then, Xu has been involved in the operation of the real estate company and receiving wages. In 2003, Tu secretly transferred his equity under the name of Xu to Shu at a price of 2 million yuan. In 2005, Xu filed a lawsuit to confirm his shareholder qualification and requested confirmation that Shu was not a shareholder of a real estate company. The Supreme Court believes that Xu cannot prove his intention to jointly establish a real estate company with Tu and his contribution to the establishment of the company. Although he participated in the operation of the real estate company, he received wages and his services received consideration, which should not be considered as a contribution to the real estate company. Tu concealed the true purpose of borrowing a copy of his ID card and secretly registered the equity of the real estate company under the name of Xu, which was a fake investment. Although it cannot be recognized that Tu is a shareholder of the company, as the equity under the pseudonymous shareholder's name is the equity of Tu's investment, Tu disposes of the investment equity on his own will. Although this action may harm the name rights of others, it does not harm the so-called shareholder rights claimed by the pseudonymous. The disposal of the investment equity is effective, and the shareholder qualification of the transferee Shu is confirmed. The court subsequently rejected Xu's request to confirm his shareholder qualification and contribution share in the real estate company, and to confirm that Shu was not a shareholder in the real estate company.

In reality, in order to protect their own interests, there are not only demands to confirm their shareholder status, but also demands to exclude damage caused by impersonation behavior. But for the claim to confirm that one is not a shareholder, as it belongs to the blind area of company law, there are two completely opposite views in practice: one view is that a court investigation should be conducted on the true situation of the impersonated person's shareholding. If it is found that their signature and shareholder identity have indeed been impersonated or embezzled by others, they have never participated in the company's operations, and do not have a true intention to become a shareholder of the company, the court should confirm that they have been impersonated Identity theft is not a shareholder of the company. Another view is that a shareholder's request to confirm that they are not a shareholder is a negative confirmation lawsuit, which does not comply with Article 22 of the Interpretation 3 of the Company Law and should not be supported by the court.

Case 2: The People's Court of Jiangbei District, Chongqing City, 2012 "Li v. Dispute over the Confirmation of Shareholders' Qualification of Jindun Company". In 2008, Jindun Company was established with shareholders Zeng and Mei. In 2009, Zeng transferred 70% of his equity in Jindun Company to Li, and Mei transferred 30% of his equity in Jindun Company to Shi. Li serves as the legal representative. On November 28, 2011, Jindun Company's business license was revoked. In 2012, Li sued Jindun Company as a defendant and Shi, Zeng, Mei, and Zeng as third parties in court, citing that the signatures on the business registration information of Jindun Company were all forged and that he had never contributed to the purchase of Jindun Company's shares. The industry and commerce registration department refused to handle annual inspection procedures for other companies he had established due to the revocation of Jindun Company's business license, nor allowed him to establish a new company, resulting in infringement of his rights, Request for a ruling that it does not hold the shareholder status of Jindun Company. The Jiangbei Court believes that the industrial and commercial registration information of Jindun Company has the effect of public disclosure and credibility. If Li believes that the registration information provided by the industrial and commercial authorities is incorrect, he may file an administrative lawsuit in accordance with the law. Therefore, the judgment rejects the plaintiff Li's lawsuit request.

The second viewpoint adopted by the court is mainly due to the lack of legal basis. The party requesting confirmation of their shareholder qualification should actively file a lawsuit with the court requesting confirmation of their shareholder identity, rather than requesting the court to confirm their non company shareholder status. Moreover, the shareholder information of the company registered with the industrial and commercial authorities has strong publicity power, denies the shareholder qualification of the parties involved, and involves the protection of the creditor's rights of stakeholders such as creditors, partners, and investors of the company. Therefore, it is not appropriate to determine it through judicial judgment. Secondly, standardize administrative behavior. If the parties involved are indeed falsely using their identity information materials to handle the procedures for industrial and commercial change registration, then the industrial and commercial registration authority may have a problem of insufficient scrutiny. Therefore, it is more appropriate to submit this case to the industrial and commercial registration department for re examination.

According to Article 28 of Interpretation 3 of the Company Law, if a person falsely uses the name of another person to make capital contributions and registers the other person as a shareholder with the company registration authority, the pseudonym registration actor shall bear corresponding responsibilities towards the nominee. Therefore, impersonating shareholders (impersonating registrants) cannot generally be recognized as shareholders.

Case 3: In 2007, the Second Intermediate people's court of Beijing Municipality "appealed the dispute over the confirmation of shareholder qualification between Tai and Beijing Telecom Equipment Co., Ltd.". XX Telephone company was changed from a private enterprise, Beijing XX Mechanical and Electrical Equipment Company, to a limited liability company in July 1996. In the process of handling the industrial and commercial change registration, in order to ensure that the company's shareholders are only Tai and Lu's husband and wife, Tai and Lu fabricated false natural persons Wang and Zang (who were falsely used as shareholders). Among them, Tai holds 49.5% of the company's shares, Lu holds 49.5% of the company's shares, and Wang and Zang each hold 0.5% of the company's shares. In 2006, Tai and Lu divorced. In order to compete for control of the telecommunications company, Lu and Wang convened a board meeting of directors of the telecommunications company and made a resolution to dismiss Tai from his position as chairman and elect Lu as chairman. In order to protect his position as chairman of the board of directors, Mr. Tai sued Mr. Lu and a certain Telephone company to the court, requesting confirmation that Mr. Wang does not have the qualification of shareholder, and requesting confirmation that 1% of the equity of Mr. Wang and Mr. Zang in a certain Telephone company as reflected in the company's industrial and commercial archives belongs to Mr. Tai. The court of first instance held that the focus of the dispute in this case was whether Mr. Wang and Mr. Jian recorded in the industrial and commercial archives of a certain Telephone company were shareholders of a certain Telephone company. The court inquired from the Population Management Office of Beijing Municipal Public Security Bureau, and found that the shareholders "Wang" and "Zang" of a certain Telephone company recorded in the industrial and commercial archives did not exist, and there was no evidence to prove that Wang and Zang fulfilled the obligation of capital contribution of shareholders of a certain Telephone company and obtained the identity of shareholders of a certain Telephone company. Therefore, the opinion of Mr. Wang and Mr. Zang, shareholders of a certain Telephone company, lacks factual basis and should not be adopted. Meanwhile, Tai has no evidence to prove that the obligations of Wang and Zang each contributing 100000 yuan were fulfilled by Tai. Therefore, Tai's claim for 1% equity ownership also lacks factual basis and should not be supported. To sum up, it is confirmed that Wang and Zang in the industrial and commercial archives of a certain Telephone company are virtual natural persons and do not enjoy the status of shareholders; Reject Tai's other litigation claims.

The reason for the existence of virtual shareholders is diverse, but mostly to evade the law. The rights and obligations of virtual shareholders are essentially suspended, and no effective entity can actually exercise their shareholder rights.

If the person who falsely uses the name of another person to invest in shares is unaware and has not actually contributed, they are not shareholders of the company and do not have to bear legal responsibility; On the contrary, an impersonating shareholder will become the subject of legal responsibility due to their illegal operations. Guoling Law Firm will fully leverage its professional advantages to effectively help enterprises prevent relevant legal risks; We will also provide more forms and diverse legal service projects for enterprises based on industry development and actual conditions, guiding scientific decision-making and standardizing development.