公司法改革背景下股权共有的制度逻辑及其规范构造

Institutional Logic and Normative Structure of Joint Ownership of Shares under the Background of Company Law Reform

股权本质上是财产性权利,股权共有既有法理基础,也存在现实依据,比较法上亦有先例可供遵循。股权共有人内部的权利义务关系宜由民法典共有制度加以调整,股权共有人与公司间的权利义务关系由公司法予以规范。就公司法上股权共有的制度构造而言,共有股权应由共有人选定1名代表人代为行使,在无法确定时,公司得主张向任一共有人行使股东权利,并向其履行公司义务。各共有人对履行出资义务承担连带责任。

Equity is essentially a property right.Equity Joint ownership has not only legal and practical basis,but also precedents to follow in comparative law.The relationship of rights and obligations between or among the joint owners shall be adjusted by the system of joint ownership in Civil Code,While the relationship of rights and obligations between the joint owners and the company is regulated by the company law.As far as the structure of the system of joint ownership in the company law is concerned,the joint ownership should be exercised by a representative selected by the joint owners.If it cannot be determined,the company shall require anyone of the joint owners to exercise the shareholders’ rights and perform the company’s obligations to anyone of the joint owners.All co-owners shall be jointly and severally liable for the performance of their capital contribution obligations.