Companies Act On The Research Of Bona Fide Acquisition

The generation and development of Bona Fide Acquisition System theory is the needsof the market economy development. Continuous innovation and improvement of thesystem are bound to rely on further deepening and development of the market economy.So the needs of the market economy development are weathervane of the developmentof Bona Fide Acquisition System. China has adopted the united civil law and merchantlaw’s legislative mode, not in commercial law separate provisions of the Bona FideAcquisition System, or a typical representative of the Commercial Law "the CompaniesAct". However, ExplanationⅢ of “the Companies Act” breaks through the boundariesof Bona Fide Acquisition System in “the Civil Act”, such as the problem of options inshare selling of Bona Fide Acquisition System. In the process of the establishment ofthe company, the shareholders have no right to depose of property, but fundingcompanies can gain in good faith，especially in the proceeds of crime monetarycontribution. It may be said to be a huge breakthrough to obtain the stolen goods in goodfaith that the stolen goods to obtain in good faith in Civil Law can’t adapt to the BonaFide Acquisition System. Whether the stolen goods to obtain in good faith meets theprotection of bona fide third person and the protection of the security of transactions,and whether it can save material resources to promote the development of trading. Ofcourse, whether stolen goods are acquired in good faith system fundamentally dependson the balance of static protection of property ownership and dynamic protection of thesecurity of property transactions. At the same time, we have to note that the ExplanationⅢ of “the Companies Act” injects fresh vigor in the Bona Fide Acquisition Systemand also brings many problems. In this paper, the general theory of Companies Act onthe bona fide acquisition system is expounded firstly in the Current Situation of BonaFide Acquisition on the Company Law legislation. By analyzing the theoretical basis ofbona fide acquisition, it recognize the unique significance and value of companies acton the bona fide acquisition. Secondly, the problems which exist in the system havebeen analyzed. The main issues are as follows: Firstly, characterization of the equity ofthe limited liability company legislation is not complete. Secondly, existing laws mayconflict, as the bona fide third range is not clear. Thirdly, the bona fide judgement timeof third people or the transferee is not clear. Fourthly，the burden of proving good faithis not clearly stipulated. Fifthly, the illegal income currency is not clearly stipulated. Sixthly, the provide funds of other manifestations of the crime proceeds which is validor not is unknown. Finally, some suggestions of Bona Fide Acquisition of theCompanies Act for improvement are put forward by the author. Firstly, the function andstatus of the register of shareholders should be clear. Secondly, it should coordinate theapplication among shares acquired in good faith, shareholder approval procedures and thepriority purchase right. Thirdly, the third’s or transferee’s good faith should be frombeginning to ending. Fourthly, the third party acting in good faith should bear theburden of proof. Fifthly, the illegal income currency should be understood in a broadsense. Sixthly, the provide funds of other manifestations of the crime proceeds shouldbe effective.