区块链技术应用与有限责任公司股权登记制度变革

Application of Block Chain and Reform of Equity Registration System of Limited Liability Company

有限责任公司股权既须在股东名册进行内部登记,又须进行工商登记,形成"双重登记"。独立的股权工商登记制度运行已久,已不能提供值得信赖的权利外观,公示作用减损,亦不符合公司监管趋势和机构改革方向,制度法理基础已动摇。区块链(block chain)技术特征与资本市场紧密结合,契合股权登记技术所需,能够作为可信的权利外观。区块链技术作为股东名册载体已付实践。在独立的工商登记法理基础动摇情况下,区块链不仅能够成为股东名册载体,亦能够替代甚至优化股权工商登记,为股东名册与股权工商登记的整合提供了契机。

Equity of the limited liability company needs to be registered in records of shareholders and administration for Industry ＆ Commerce （AIC registration）, which is called ＇double registration＇ system. The equity registration system of AIC has been running for a long time, and cannot provide a credible appearance of equity. It also does not meet the companys＇ regulatory trends and institutional reform direction, which shaken the legal basis of the system. Technical characteristics of the block chain are closely integrated with the capital market and can fit into technical needs of the equity registration, which can provide a credible appearance of equity. The block chain has been practiced as a vehicle of records of shareholders. Under this circumstance, the block chain can not only become the carrier of records of shareholders, but also replace or even optimize the AIC registration. It provides an opportunity for the integration of records of shareholders and AIC registration.