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按照传统的公司法与证券法原理,记名股票的转让需要背书交付并办理过户登记,没有办理过户登记不能取得对抗公司的权利。这是股东名册登记效力的体现。在我国证券交易所建立之后,由于股票账户的推出,过户登记被简单地等同于股票账户的记增、记减。过户登记被异化了。股份无纸化之后,传统语境下的股东名册及过户登记已经不复存在,只有经过改造(也是一种异化),股东名册及过户登记才能获得新生。因此,我们需要重新思考股东名册及其作用。虽然无纸化股份没有记名与无记名之区分,但是在现行交易结算框架下,股份的归属易于认定,仍然可以借助先进的技术、发达的系统设置并维护股东名册。同时,要改变现行法律关于股东资格的确认方法,并赋予股东名册公示功能、公信效力。
According to the traditional corporate law and securities law principle, the transfer of a nominated stock needs to be endorsed and registered for transfer of registration. Without the registration of a transfer, the right of confrontation with the company can not be obtained. This is a manifestation of the effectiveness of the register of shareholders. After the establishment of the stock exchange in our country, due to the introduction of the stock account, the transfer registration is simply equivalent to the increase and decrease of the stock account. The registration has been alienated. After the share paperless, the register of shareholders and the transfer of registration in the traditional context no longer exist. Only the remodeled (alienated) stockholders’ register and the register of transferrs can be reborn. Therefore, we need to rethink the roster of shareholders and its role. Although there is no distinction between not-yet-paperless and secret-based paperless shares, under the current transaction settlement framework, the vesting of shares is easy to identify and the system of registering and maintaining the shareholders can still be set up with advanced technology and advanced systems. At the same time, it is necessary to change the existing law on the confirmation of shareholders’ qualifications and to give the public a roster of publicity and credibility.