Abstract：Due to the imprecise stipulation about shareholding changes in the Company Law, there are two viewpoints about changes of shareholding, which are respectively consensualism and formalism of creditor's right. The consensualism is believed to be more aligned with China's positive laws, especially Article 32 in the Company Law, thus more prevalent. However, from Section 2 of Article 32 in the Company Law, which says“shareholders named in the register of shareholders may exercise their shareholders' rights in accordance with the register of shareholders”, we can only conclude that register of shareholders is the sufficient requirement to exercise shareholder's rights, but not the confronting or valid requirement. Therefore, there is flaw in the interpretation of logic of consensualism. The valid requirement for shareholding changes should be considered a legal loophole, which will be remedied by formalism of creditor's right. On the one hand, consensualism separates shareholders' rights from their identity and exercise of rights, and takes both register of shareholders and business registration as representation of shareholding; on the other hand, formalism, together with theory of shareholding property and preemptive right of shareholding, encourages both sides of shareholding transaction to announce publicly and promotes the efficiency and security of transactions.

Keyword：pattern of shareholding changes;consensualism of creditor's right;formalism of creditor's right;representation mode of shareholding;