股份共有的公司法规范
沈贵明股份共有的公司法规范
Company Law Norms on Joint Ownership of Shares
期刊名称：《法学研究》
期刊年份：
作者：沈贵明
单位：华东政法大学
中文关键词：股份共有;准共有;代表人;股东名册
英文关键词：joint ownership of shares;quasi joint ownership;representative;stock ledger
中文摘要：
数个主体共享股份权益的，是广义的股份共有；共有人在股东名册上记载并受公司法规范的，是狭义的股份共有。股份共有具有准共有的属性，可以适用民法有关共有的规范，但公司法的相关规范应优先适用。股份共有人应当确定行使共有股份权利的代表人；未确定代表人的，除公司或其他当事人认可外，不得行使该股份权利。共有人之间承担连带缴纳股款责任。公司对共有人的通知和送达以代表人为受领人，代表人不明确的，任一共有人均可为受领人。
英文摘要：
Joint ownership of shares in a broad sense means that two or more legal subjects own the interests of shares jointly. While in the narrow sense, it means that the joint owners of shares are registered on the stock ledger according to the Company Law. The joint ownership of shares has the attributes of quasi-joint-ownership, so the provisions of Civil Law related to joint ownership can be applied to it. However, the provisions of the Company Law on the jointly-owned shares should prevail in application.The provisions on joint ownership of shares in Company Law include four aspects. The first aspect is the norms regulating the exertion of rights on the jointly-owned shares. It is the most important content concerning to joint ownership of shares in the Company Law, whose purpose is to make the exertion of rights on the jointly-owned shares adapt to the requirement of modern company system. Thus the joint owners of shares should designate a representative to exercise their rights. If no representative is determined, the rights on the jointly-owned shares could not be exercised by any of the owners unless the company or related parties recognize the validity of such act. The second aspect is the norms regulating the notification and delivery by the company to the jointly-owned shareholders. Such norms help to judge the validity of related corporate behaviors, maintain a good order within the company, and safeguard the interests of the joint owners of shares. In general, the company should notify or deliver to the representative of the joint owners. If the representative is ambiguous, the company could notify or deliver to any of the joint owners instead. The third aspect is the norms regulating the joint owners’ joint and several obligation of paying off the contributions. It is a mandatory provision on the joint owners of the shares to satisfy the requirement of the company capital system. The last one is the norms concerning the registration of joint owners on stock ledger, which is the basis of the Company Law to regulate joint ownership of shares. This article also provides some suggestions for §35 of the draft judicial interpretation (third) of the Company Law.
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