Study On Limited Liability Company’s ’One Stock,Sold Twice’ Legal Issues

The most common and common behavior in the equity transfer is the company law, the company started from establishing the deposit of this behavior, the establishment of the company, with the change and extinction. This is an immense number of books and academic practice, for the study of the equity bona fide acquisition is no lack of such people. But the researchers or from the acquisition in good faith is necessary to exist and the bona fide acquisition of constitutive elements of crime analysis, type or to the bona fide acquisition of equity transfer of multiple false dormant equity transfer. There are very few scholars from a two sell with the application of bona fide acquisition research. A two sell is only a branch of the equity transfer, but because of its subject and the diversity, more controversial, so it has more research value. The author intends to sell a two as the research subject, the analysis of a two sell context and origin, and then explore a two sold, node specific in-depth analysis of changes in equity, where a two sell and bona fide relationship.The article is structured as follows: the thesis logic:The first part is an overview of the system for a two sell. Firstly, a two sell meaning, which is the premise of research questions; secondly the reason a two sell produce. Including the behavior of equity disposition and reason of phase separation, the people to pursue the maximization of commercial profit, commercial appearance of the transferee trust and equity transfer procedures are not strict, and finally summarized the two main types of shares sold.The second part introduces a two sell on the premise: the equity transfer problems. According to the "company law" article thirty-second, equity transfer by dual principle. Registration confrontation doctrine, leading to problems arising in practice, this chapter through detailed analysis to determine the node, the entry into force of the contract notice, to change the legal effect, the register of shareholders and the industrial and commercial registration, the arrival of the notice at the company for equity change node conclusion.The third part discusses a two sell and bona fide acquisition. First analysis of the "company law judicial interpretation(third)" twenty-seventh problems; secondly, the opposite doctrine, theory; finally draws the conclusion: the appearance of commercial law to solve these problems, the system of bona fide acquisition is not necessary for the creation and.The fourth part of the analysis of a legal effect and liability of two sold to bear. According to the sale of two of the performance of the procedure is different, is divided into four kinds of situations, through the analysis of equity ownership clear responsibility. The main body of responsibility, including the transfer of the company, the actual controller and the parties to the transaction itself quartet.The fifth part discusses the perfection of a two sell system. Put forward the improvement suggestions: including the only nodes explicitly inform the company equity change, a legal inquiry assignee of the obligations, with reference to the German law on the rights of the accountability and the relevant provisions of the protection period of three years.