| The "Company Law" judicial interpretation (three) to be published in 2011, it caused a great shock in the judiciary and the theory. Article 26 and Article 28 describes the limited liability company equity Bona Fide Acquisition System caused scholars great research interest. Equity transfer of the limited liability company and the joint-stock company for comparison, Chinese scholars pay more attention to Equity transfer of the limited liability company. Here are the main reasons:China has very detailed laws for transfer of shares of the joint-stock company policy, The transfer of shares of listed companies are representative of the transfer of shares. "Securities Act", "Company Law" and the China Securities Regulatory Commission, stock exchanges, etc., all of it made detailed provisions. In the economic field, Shares limited liability company in the process of buying and selling often lead to legal disputes. The reason it continues to produce legal disputes are these:First, a limited liability company is a commercial subject, and it and other commercial subjects relatively more active; second, our law on the transfer of equity shares in a limited liability company shall not perfect. For example, in the process of transfer of shares, the time of entry into force of the equity transfer often controversial, effective share transfer time is the time when the assignee is recorded on the register of shareholders or when they were recorded in the company's articles of association or transfer the contract in force or equity of the change of business registration time? Now, the advice of legal experts also inconsistent. Meanwhile, in the current system of corporate law, the bona fide acquisition system can be combined with co-financing and co-property shares limited liability company shares This comprehensive rights, and ultimately how to combine a series of problems to be resolved quicklyEquity is an asset, including equity transfer of social wealth transfer, wealth transfer and this form is very important. Equity turnover suitability for bona fide acquisition system, China's "Company Law" it did not make provision. However, "" Company Law "judicial interpretation (c)"has been cited both cases the application of the system. In this paper, "Cui Hailong, etc. and Wuxi Glory Ltd and other equity transfer dispute appeal" for example, in the case of this paper, the theoretical premise of combining elaborate the stake acquired in good faith with respect to the applicable system problem. And, now the focus of debate whether the share transfer has been made from the system can be applied in good faith, and gradually transferred to affirm the necessity of the system and to study the rules of equity acquired in good faith how to apply up, this paper based on such phenomena, efforts towards this direction. After studying the equity of goodwill overseas and domestic shares limited liability company's acquisition system theory and practice, the present paper to finalize the Discussion object is a bona fide ownership of shares of a limited liability company to obtain, and to explore the bona fide acquisition theory system and practice of foundationdesirable to provide theoretical support for the application of this system. The paper points out that China is now the system used does not disadvantage the hope of improving the legal. By observing domestic and foreign corporate law civil law, corporate law in good faith acquisition system, summed up China's national conditions suitable for the constituent elements of the system. Analysis of the equity acquired in good faith regime applies and its specific circumstances applicable exclusions, hoping to provide support in judicial practice. |
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