Research On Bona Fide Acquisition Of Equity Transfer Of LLC

Good faith comes from Germanic law "hand in hand" principle, is an ancient system in civil law. But according to the civil law tradition and continental legal system logic structure, good faith has always been only applies to the field of real right. However, with the emergence of equity and the continuous development of commercial activities, and equity as a new type of right can be used in good, has a controversy in the theoretical circle. In our country "company law" judicial interpretation3first has been clear about the equity transfer of limited liability company can apply "property law" the106th, the goodwill of rules. In this article, through comparison of the method, logic method and historical method and other research methods, tries to comb the content of the good faith system and the limited liability company shares transfer of the goodwill to theoretical basis, and combined with the components of the current law of the system were analyzed, and finally to the realization of the specific situation as the foothold, trying to explore the goodwill co., LTD. Equity transfer application space in some special circumstances.This article in full in accordance with the has mainly divides into the introduction, body and conclusion three parts.The introduction section mainly includes this article selected topic background, writing methods and research ideas, etc.The text is divided into three parts:The first part mainly involves the theory of goodwill gain system foundation and the limited liability company equity transfer for the reasonableness and necessity of goodwill gain system. In theoretical basis this part discusses the origin of goodwill gain system, the concrete content and the rule of law. In the aspect of rationality and necessity, from internal spirit of goodwill gain system, this paper analyzes specific applicable fit, demonstrates the good faith in the limited liability company was established in the equity transfer. The second part mainly carries on the contents of the first part, after can be applied, discuss the applicable constitutive requirements:one is sold is the separation of person, The second is the assignee of goodwill; Three is has paid a reasonable price; Four is bona fide assignee has registered for equity.The third part is the equity transfer of limited liability company of good faith in reality of several typical case analysis. Mainly includes:one more selling situation;2it is nominal shareholder equity transfer without authorization; Three is defective capital contribution of the equity transfer situation; Part four is right of shareholder power transfer.The final conclusion part summarizes the retrospect of the full text main content and ideas. Shows the limited liability company shares transfer apply good faith not only has its rationality, also is necessary. Under different reality can apply good faith exists all sorts of possibilities, in practice we should according to the theory and the law to determine the constitutive requirements of the specific analysis and in-depth research.