The importance of the company's articles of association for equity recognition has been widely recognized. Because the articles of association of the company are jointly formulated by all shareholders and record the main matters related to the company, including the name and address of the company, the registered capital of the company, the contribution method of the shareholders, and the amount of investment, the shareholders need to sign and stamp on the articles of association of the company. When a company is established, it submits its articles of association to the company registration authority for approval. When transferring equity, it is necessary to change the articles of association and apply for change registration with the company registration authority. According to this, the company's articles of association not only indicate that the investors contribute to the company and have a true intention to act as shareholders of the company, but also play a public role to a certain extent. Therefore, the content of shareholder identity recorded in the company's articles of association can serve as the basis for determining equity. Therefore, the record of shareholders and their shareholding ratio in the company's articles of association has extremely high probative power for determining the shareholder qualifications and shareholder rights ratio of a limited liability company.

At the same time, as the articles of association are one of the documents that must be submitted for industrial and commercial registration, the role of the articles of association in proving shareholder rights is transformed into the role of industrial and commercial registration in proving shareholder rights. However, it should be pointed out that the registration of equity by the industrial and commercial registration authority is only a declarative registration. As long as the investor subscribes for capital or shares and the shareholder register records the investor's situation, the investor can claim their equity from the company. If the company has not registered with the industrial and commercial registration authority, the rights of shareholders can only be claimed from the company and cannot be opposed to third parties claiming rights based on industrial and commercial registration. From this, it can be seen that industrial and commercial registration is a public disclosure of the equity situation, and bona fide third parties engaged in transactions with the company have the right to rely on the equity situation registered by the industrial and commercial authorities to make judgments. After the equity change, if the change is recorded in the shareholder register but not registered with the industrial and commercial registration authority, a third party may demand that the original shareholder bear responsibility based on the records in the industrial and commercial registration documents. Article 32 of China's Company Law stipulates that companies shall register the names of shareholders with the company registration authority; If there is a change in the registered items, the change registration shall be processed. Without registration or change of registration, it shall not act against third parties.

The capital contribution certificate (equity certificate) is a legal document for investors of a limited liability company (joint-stock company) to prove that they have fulfilled their capital contribution payment obligations, and is also an important basis for investors to apply to the company to include themselves in the shareholder register. There is some disagreement in the academic community regarding the role of capital contribution certificates (equity certificates) in determining the shareholder rights of limited liability companies (joint-stock companies). Some scholars believe that a capital contribution certificate (equity certificate) is only evidence of the holder's investment behavior and does not have the function of proving shareholder qualifications. However, many mathematicians believe that a capital contribution certificate is a certificate of rights that has the effect of proving shareholder qualifications.

The current mainstream view of the Supreme Court is that capital contribution certificates can only be used against companies and equity transferors, and cannot be used against bona fide third parties. Because the validity of the capital contribution certificate extends between the company and shareholders, or between the two parties involved in equity transfer. When the fact of the capital contribution of the investor can be proven by other means, the shareholder qualification of the actual investor should not be denied solely by the capital contribution certificate. The capital contribution certificate is not a necessary condition for determining shareholder qualifications, and it needs to be mutually verified with other evidence in litigation. The capital contribution certificate has the effect of proving the shareholder's qualification, proving that the shareholder has made capital contributions to the company, and does not have the effect of establishing rights. As long as a shareholder holds a capital contribution certificate, it should be deemed that they have legally contributed, but the capital contribution certificate alone cannot be used to determine that the investor has shareholder qualifications. Holding a capital contribution certificate is not a necessary condition for determining shareholder qualifications, and those without a capital contribution certificate may also be recognized as shareholders. Therefore, the capital contribution certificate has no decisive effect in determining shareholder qualifications. The capital contribution certificate is only a statement of the company's intention and does not represent the intention of other shareholders, and cannot determine the status of shareholders separately.

In addition, the capital contribution certificate is only a voucher for shareholders to prove against the company that they have fulfilled their capital contribution obligations to the company. It is not a legally recognized circulating security and cannot have the function of an authorized security like equity securitization stocks. It cannot generate the effect of equity changes through the delivery of capital contribution certificates or endorsement. Its probative effect only comes into effect when the record of shareholders on the capital contribution certificate is consistent with the record in the shareholders' register. If there is a discrepancy between the two records, the record in the shareholders' register will prevail. Even if the two are consistent, it cannot be automatically determined that the recorded person is a shareholder.

The register of shareholders, like the industrial and commercial registration, does not have the effect of establishing rights and only has the function of certificate rights. However, the difference between the two is that the certificate rights function of each register of shareholders is reflected in the internal relationships of the company. Article 32 (2) of the Company Law stipulates that "shareholders recorded in the register of shareholders may claim to exercise their shareholder rights based on the register of shareholders." This provision indicates that the determination of shareholder rights in a limited liability company by the register of shareholders is given a presumed effect in law. Specifically, the shareholder register has the highest probative power for the establishment of shareholder rights within the company. If there is no sufficient evidence to overturn it, the company should consider the shareholders recorded in the shareholder register as shareholders, and shareholders should also exercise their shareholder rights based on the records in the shareholder register The register of shareholders is binding on the company and its shareholders, and the determination of equity shares among shareholders is based on the records in the register of shareholders. When shareholders exercise their rights to the company, the records in the register of shareholders are used as the basis. The company may be exempted from liability after fulfilling its duties according to the register of shareholders Given the current situation where there is no mandatory requirement for the registration of shareholders in the industrial and commercial registration, unregistered or effectively publicized shareholder registers are not effective to the public. There is a detailed list of investors in the industrial and commercial archives, which can be regarded as a report on the register of shareholders. There are provisions in the Company Law that require the register of shareholders to be filed. After March 1, 2015, the register of shareholders still needs to be filed with the industrial and commercial registration authority. However, the amount of paid in capital has been deleted from the register of shareholders, which is due to the deletion of Article 29 of the Company Law. Company registration no longer requires capital verification or paid in capital. The minimum registered capital is 1 yuan, and the subscribed capital is equal to the registered capital, which is also 1 yuan. However, the paid in capital can be 0 yuan, which means that no actual capital contribution is required to register the company.

Overall, the shareholder register, as an internal document of a company, is primarily effective between the company and its shareholders. Based on the "presumption of rights" of the shareholder register, shareholders recorded in the shareholder register can be recognized as shareholders of the company, and those who deny the rights and interests of shareholders recorded in the shareholder register must bear the burden of proof. Usually, companies only need registered shareholders to fulfill their obligations. However, in some special circumstances, such as when the company has not prepared a shareholder register, or when the shareholder register is not recorded or recorded incorrectly, the effectiveness of the shareholder register in confirming shareholder qualifications and equity is greatly weakened, and other evidence needs to be combined to determine shareholder qualifications.

In summary, the company's articles of association, capital contribution certificate (equity certificate), and shareholder register are all valid evidence for confirming equity. However, when there is a dispute over shareholder qualification, the principle of voluntarism should be followed, and the expression of the parties' intentions and performance behavior should be used as the basis for confirming shareholder qualification. Whether the parties have the intention to become shareholders is an important criterion for determining whether they are shareholders of the company, which is called shareholder agreement. Therefore, relying solely on the company's articles of association, capital contribution certificate (equity certificate), or shareholder register, sometimes the parties may not receive the support of the court due to the special circumstances of the case. Guoling Law Firm will fully leverage its professional advantages to effectively help enterprises prevent relevant legal risks; We will also provide more forms and more diverse legal service projects for enterprises based on industry development and actual conditions, guiding them to.