If a party wants to confirm their shareholder status in the company, they must prove that they have promised to subscribe or paid in their capital contributions to the company, which is the most important obligation of shareholders to the company and the most important basis for obtaining shareholder qualifications.

Case 1: (2015) Bai Zhong Min Er Zhong Zi No. 140 Dispute over the Confirmation of Shareholder Qualification between Yuan and XX Engineering Co., Ltd. The court found that Han and Han jointly invested to establish XX Engineering Co., Ltd., with Han contributing 800000 yuan and Han contributing 200000 yuan. Afterwards, the company changed its registered capital to 10 million yuan, with Han contributing 9.8 million yuan and Han contributing 200000 yuan. In January 2011, Yuan transferred 1.05 million yuan to Han's personal account through bank transfer. Han issued a receipt and commitment letter to the plaintiff Yuan, stating that he had received 1.05 million yuan in cash from Yuan's investment in the company. The commitment letter stated that "Yuan owns 5-10% of the company's shares in Changshi Mine" and was stamped with the company seal. However, there is no record in the business archives of XXX Engineering Co., Ltd. that the plaintiff Yuan is a shareholder of the company, nor are there any relevant supporting documents such as shareholder meeting minutes that agree to Yuan becoming a shareholder of the company. Yuan filed a lawsuit to the court requesting confirmation of his shareholder qualification.

The court held that in the event of a shareholder qualification dispute, the plaintiff needs to prove that they have legally contributed to the company. According to the provisions of the Company Law, shareholders shall pay their subscribed capital in full in accordance with the procedures stipulated in the company's articles of association. According to the company's articles of association, since the establishment of XX Engineering Co., Ltd., the shareholders of the company have been Han and XX. Han issued a receipt and commitment letter to the plaintiff without Han's consent, and did not hold a shareholders' meeting. The plaintiff directly transferred the funds to Han's personal account, and there was no record of his contribution of 1.05 million yuan in the company's articles of association or financial statements. The plaintiff also did not participate in the company's business activities. Therefore, the plaintiff and XX Engineering Co., Ltd. did not reach a capital contribution agreement or fulfill their capital contribution obligations, which does not comply with the provisions of the Company Law on shareholder qualifications. The judgment dismissed the plaintiff's claim.

According to existing legal regulations, confirming shareholder contributions must meet the following three conditions: firstly, the company must explicitly confirm shareholder contributions, and the content of the contribution certificate must cover key matters such as the company name, shareholder name, amount of contribution, and date of contribution. Secondly, the agreement between the company and shareholders regarding the capital contribution must be clear, and the capital contribution certificate must be confirmed by the company. The third is that once the capital contribution certificate is issued, it has the effect of confirming the fact of shareholder contribution and setting shareholder rights and obligations. Consensus should include both the agreement at the time of company establishment and the agreement at the time of capital increase. At the time of establishment, it is the agreement between shareholders, and there should be both agreement between shareholders and the company during capital increase.

Shareholders are individuals who have the obligation to contribute capital, but in practice, shareholders may not necessarily be individuals who have actually fulfilled their investment obligations. Defective capital contributions by shareholders, such as false or fraudulent capital contributions, or withdrawal of capital, do not alter their existing shareholder qualifications. This is because for external third parties of the company, the most important basis for determining shareholder qualifications is business registration. Although business registration may not fully prove that the shareholder has fulfilled their investment obligations, it is the basis for proving their shareholder qualifications. Denying the shareholder qualification for defective investment behavior also denies its legal relationship with the company, which is clearly contrary to the provisions that shareholders should bear investment obligations and related legal responsibilities. Therefore, in principle, flaws in shareholder capital contributions do not affect the determination of equity shares, especially when all shareholders have flaws in their capital contributions.

Case 2: (2014) Min Ti Zi No. 00054 case, the court found that a certain hydropower development company in Lijiang has two legal shareholders: a certain technology development company in Beijing and a certain power station, and two natural person shareholders: Tang and Zhang. The shareholder, Tang, is fully responsible for handling the daily affairs of the company. Tang has the right to exercise shareholder rights on behalf of Beijing Technology Development Company. In June 2008, Tang and Zhang planned to increase their capital and shares, and thus negotiated with Wan to invest 5.1 million yuan, accounting for 30% of the company's equity. On August 4, Mr. Wan paid 5.1 million yuan into the account of a certain hydropower company in Lijiang. The accounting voucher of a certain hydropower company in Lijiang was recorded as "Paid-in capital". Tang, Zhang, and Wan signed a "Articles of Association", which states that Wan subscribed 5.1 million yuan on August 10, 2008, accounting for 30% of the company's registered capital. However, on November 20, 2010, Tang wrote a supplementary "IOU" to Wan, which read: "We borrowed 5.1 million RMB from Wan, and this amount was transferred to the company's account on August 4, 2008. The company will bear the interest and principal repayment, with a term of one and a half years. If we fail to repay it at maturity, it will be converted into capital debt and company stock. Tang has successively transferred 5.1 million yuan into Wan's account. Later, due to Wan's unsuccessful request to confirm the shareholder status of a certain hydropower company in Lijiang, he filed a lawsuit with the court on June 22, 2011, requesting confirmation that he was a shareholder of a certain hydropower company in Lijiang.

The court analyzed the controversial issue of whether Wan is a shareholder of the hydropower company, and on the issue of whether Wan has obtained shareholder status of the hydropower company and whether Wan's equity in the hydropower company has been converted into debt, it was found that: firstly, Wan has already paid in capital to the hydropower company, and the 5.1 million yuan transferred by Wan into the hydropower company's account is the capital contribution rather than a loan. Secondly, in June 2008, the investment of 5.1 million yuan by Wan to the hydropower company showed that Wan had reached a consensus with the company and its shareholders regarding the investment before making the investment. Wan's shareholder identity was recorded in the company's articles of association, and Wan also participated in the operation and management of the hydropower company as a shareholder. Furthermore, the court believes that Wan's equity has not been converted into debt, as it is a fundamental system and principle of the Company Law that shareholders are not allowed to withdraw their capital contributions. Shareholder Xiang Gong

In general, when a company accepts investors as shareholders, the investors obtain shareholder qualifications. The performance of the company's acceptance is to record the investors in the company's articles of association or shareholder register. If the company does not have a shareholder register, and the investors actually participate in the company's operations, participate in shareholder meetings, obtain dividends, etc., it can also determine the company's intentions. Due to the fact that the register of shareholders only has binding force on the company and shareholders and cannot be used against third parties, for third parties, the symbol of shareholders obtaining shareholder qualification is the industrial and commercial change registration. In special circumstances, changes to the company must be approved by the competent authorities, and the transfer of equity in Sino foreign joint ventures must be approved by relevant departments. The investors obtain shareholder qualifications upon approval by relevant departments.