加载中…Member 和 Shareholder的区别
(2013-11-21 21:16:26)
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hejiminglegaltranslatortranslation翻译何季明 |
分类： 翻译 |
在涉及公司法的文件中，常会碰到“Member”和“shareholder”，这两个的意思很接近，但是在特殊语境中还是会有差别。建议不要把“Member”译成“股东”。
For a Company,
there is a very minor difference between Member(s) and
Shareholder(s), but that difference which applies to only some of
the situations is very important from the point of view of that
member/shareholder.
1. of
"member".
A member is one of
the Company’s owners whose name has been entered on the register of
members of that Company.
The subscribers of
the memorandum of association of a company are the deemed members
of the company and on the registration of the same, their names are
required to be entered register of
members.
Every person
holding equity share capital of company and whose name is entered
as beneficial owner in the records of the depository shall be
deemed to be a member of the concerned
company.
2. of "shareholder"
A shareholder is a
person who buys and holds shares in a company having a share
capital. They become a member once their name is entered on the
register of members.
Many companies
limited by guarantee do not have a share capital, and consequently,
their members are not shareholders.
3.
Rights of members and
shareholders?
The rights of
members are stated in the Companies Act and in the company’s
memorandum and articles of association and those rights are not
available to the Shareholder.
e.g. Right to a
dividend:- Only Members of the Company are eligible for a dividend
i.e. the money that a company pays to its shareholders from its
profits. Generally the Company fixes a record date before
distribution of dividend to determine the members who are eligible
for the dividend, and only the name of the persons whose name
appears in the Register of Members and in the Statement of
Beneficial Owners as provided by the Depository(ies) as on the
Record Date are considered as
Member.
And therefore any
Person who has bought the shares from an existing member of a
Company but such share transfer is under process for registration
and his name is not yet entered in the Register of Members, then he
will not be considered as Member neither he will be eligible for
Dividends.
4.
Illustrations:
(1) A person can
be a Member and Shareholder of the Company at the same
time:
e.g. Mr. X has 30
shares in FT Limited, his name appears in the Register of Members
on 11th August, 2012 and he is alive and haven’t sold his shares to
anybody.
(2) A person can
be a Member but not a Shareholder of the Company at the same
time:
e.g. Mr. X has 30
shares in FT Limited, his name appears in the Register of Members
on 11th August, 2012 and he is alive but he has sold his shares to
Mr. Y on that day.
(3) A person can
be a Shareholder but not a Member of the Company at the same
time.
e.g. Mr. Y has 30
shares in FT Limited bought from Mr. X on 11th August, 2012, he has
forwarded the Share Transfer Documents to the Company for
registration of his name in the Register of members.
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