Item 1 of the "Minutes of the Supreme People's Court's Symposium on Several Issues concerning the Trial of Administrative Cases concerning Company Registration" clearly states that "If the registration error is caused by the applicant's concealment of relevant information or the provision of false materials, the registration authority may correct it in accordance with law in the litigation." "Where the legal representative or shareholder of the company requests confirmation of illegal registration or revocation of registration on the grounds that the application materials are not signed or sealed by him, the people's court shall, in principle, handle the matter in accordance with paragraph 1 of this article, but it can be proved that the plaintiff has known the situation before but has not raised objections, and has engaged in relevant management and business activities on this basis." The people's court generally does not support the plaintiff's claims." Therefore, in the administrative cases of false name registration, the people's court mainly considers whether the company registration authority has fulfilled its duty of careful review at the time of registration, whether the application materials are true, and whether the false name registrant is aware of the following factors:

1. Review whether the lawsuit filed by the registered journalist has exceeded the legal time limit

Article 46 of the Administrative Procedure Law provides that a citizen, a legal person or any other organization that brings a suit directly to a people's court shall do so within six months from the date on which he or she knows or should know that an administrative act has been taken. Except as otherwise provided by law. The people's court shall not accept a lawsuit brought in respect of immovable property for more than 20 years from the date of the administrative act, or for other cases for more than five years from the date of the administrative act. According to the above provisions, when accepting a case, the people's court first examines whether it has exceeded the statutory time limit for prosecution, and if the administrative lawsuit filed by the imposter exceeds the statutory time limit, the people's court will not accept the case or rule to reject the lawsuit.

2. Review whether the company registration authority has fulfilled its examination obligations

Article 2 of the Regulations on the Administration of Company Registration provides that: When applying for company registration, the applicant shall be responsible for the authenticity of the application documents and materials. Article 51: The company registration authority shall make a decision on whether to accept the application according to the following circumstances: (1) where the application documents and materials are complete and conform to the statutory form, or where the applicant submits all the supplementary application documents and materials as required by the company registration authority, it shall decide to accept the application. According to the above provisions, the examination of the application materials by the company registration authority at this stage is mainly a formal examination, that is, the examination of whether the application materials are complete and whether they comply with the statutory form. However, if the company registration authority merely receives the materials and fails to perform the formal review obligation, the people's court will still revoke the administrative registration act on the grounds that the company registration authority has failed to perform the review obligation.

3. Review whether the registered journalist is aware of the registration matters and raises objections in time

In the administrative cases of false name registration, the court will not only examine whether the administrative act of the company registration authority is legal, but also examine the subjective and objective status of the false name registration. If the company registration authority or the company can prove that the impostor knows the registration matters, does not raise objections, or even exercises rights, the court will most likely reject the application for cancellation of administrative registration of the impostor.

There are two main situations in civil cases of impostor registration: First, the impostor registrants take the initiative to Sue after discovering the impostor registration items, which is mainly manifested in the internal legal relationship between the impostor registrants, impostor registrants and companies. In view of the difference in the subject of evidence and proof requirements between administrative cases and civil cases, the impostor registrants often choose to file administrative lawsuits first. If the administrative case is rejected due to procedural reasons, the impostor registrants will file civil lawsuits to protect their own rights and interests. The second is that a company creditor claims rights to the impostor, and after the impostor receives the relevant legal documents, the impostor files a lawsuit to confirm that it does not have the shareholder qualification or directly defend liability in the case where the creditor claims rights, which is mainly manifested in the external legal relationship between the impostor, the company and external creditors.

Because the identification of pseudonym registration aims to overturn the existing public registration, based on the doctrine of commercial appearance and the protection of external rights holders, the people's court is more cautious in the identification of pseudonym registration, and the standard of proof of the pseudonym registration needs to reach the degree of beyond reasonable doubt. The people's Court will conduct a comprehensive review of the subjective and objective factors of the impostor registration of civil cases:

1. Check whether the registered journalist actually contributed money

The independence of company property and the limited liability of shareholders are the two cornerstones of modern company law, and whether to contribute or not is an important sign to judge the identity of shareholders. If there is evidence (such as: capital verification report, remittance receipt, etc.) that can prove that the proposer has subscribed or paid capital to the company, it is considered that he knows and agrees with the company registration matters, and his proposer is likely to be rejected by the court.

2. Review whether the impostor has signed or authorized others to sign the company registration documents

According to the relevant provisions of the Regulations on the Administration of Company Registration, the company shall submit relevant registration documents for establishment registration or change registration, including but not limited to the articles of association, resolution of the shareholders' meeting, equity transfer agreement, etc. If the impostor has signed or authorized others to sign the company registration documents or refuses to apply for handwriting identification of the company registration documents, it is deemed that it knows and agrees with the company registration matters and cannot claim the impostor registration on the grounds of ignorance.

3. Check whether the impostor has lost his identity documents

Even if the company registration authority has a formal review mechanism for registration application materials, the company registration authority will still require the company to provide a copy of the identity documents of the relevant personnel for the registration of the company's shareholders, directors, supervisors and other specific personnel. In this regard, the people's court will examine the fact that the identity document of the falsely registered journalist was lost when the company was registered. At the same time, if the court finds that the claim that the impostor registrant had lent the identity card leading to the registration of the impostor, it is still inclined to hold the impostor responsible for the legal consequences of lending the identity card.

4. Review whether the registered journalist knows or should know the registration matters

In the civil case of false name registration, the alleged false name registrant can often prove through the appraisal procedure that he has never signed the company registration document. However, in judicial practice, the false signature of the registration document is not equivalent to invalid registration, and the people's court will also examine whether the alleged impostor registrant knows the registration items, and the relationship between the impostor registrant and the act of impostor registration. If it is determined after examination that the pseudonymous registrant clearly knows or should know the registration matters based on the relationship with the pseudonymous registrant, it will also not support its request for pseudonymous registration recognition.

5. Review whether the pseudonymous registrants raise objections and defend their rights in a timely manner after knowing the pseudonymous registration items

Some of the impostors did not actively exercise their rights after knowing the impostor registration, but raised a defense of impostor registration when creditors claimed shareholder liability to them after a considerable period of time. At this time, the people's court may not accept the defense of the impostor registrant on the basis that the registrant is negligent in exercising his rights and protecting the rights and interests of bona fide creditors.

6. Review whether the registered journalist exercises rights and participates in the operation and management of the company

In some cases, although it is claimed that the impostor registrant can prove that he has not contributed money, has not signed the company registration document, or even proved that the identity document has been lost during the company registration, if the company or creditors can prove that the impostor registrant has held positions in the company and participated in the actual operation and management of the company, The people's court will still synthesize the evidence of the whole case to find that there is no false name registration, and then give priority to protecting the rights of external creditors.

To sum up, the registration of impostors, impostors and external creditors have great risks, and affect the compliance management of enterprises. Hillhouse Law Firm will give full play to its professional advantages and effectively help enterprises prevent relevant legal risks; We will also provide enterprises with more forms and more abundant legal service projects according to the development of the industry and the actual situation of enterprises, and guide enterprises to make scientific decisions and standardize development.