Analysis On Dispute Over The Confirmation For Void Contract Between Plaintiff Xiang And Defendants Chen And Xiao

The concept of Anonymous Holdings is not unfamiliar in the theoretical law circle,but there is no corresponding concepts in China's legal system at present.What's more,the changing of the specific cases and the different understandings of the legislative spirits in the people's courts,which has caused the phenomenon that“the same case of different judgements”have always appeared in juridical practices.In the case of Xiang sues Chen,Xiao confirm the void of the contract,whether it meets the bona fide acquisition shall influence the validity of the equity transfer agreement,which existed different understandings in the specific application of the law at the people's courts.Therefore,the first instance and the second instance,the retrial court gave very different trial judgements.Firstly,based on the articles of incorporation and the effectiveness of registration,Xiao as the nominal shareholder who compliance with the shareholders capital procedures strictly,in line with the articles of incorporation,the record of incorporation and the completion of registration shall give priority to its shareholder qualification.Before the anonymous shareholder completes the nominal procedure,Xiang as the actual investor can not obtain the shareholder qualification only by investment.Secondly,we should distinguish the validity between the equity transfer agreement and the equity transfer when we identify the validity of the equity transfer agreement according to the specific provisions of the third clause on the hearing of the business contract dispute cases applies to the interpretation of the legal issues in the Supreme People's Court which introduced the distinction between the act of disposition and the act of debt.The validity of the equity transfer agreement is determined by relevant provisions of The Contract Law.So it lacks of the constituent elements in the bona fide acquisition,right of disposition and equity registration shall not affect its validity.Thirdly,Chen obtains the transferee equity should meet the constitutive elements of the equity bona fide acquisition in the consideration of the commercial appearance socialist,the priority protection of the bona fides third party from the current legal context in China.Combined with the special nature of equity,we should consider the constitutive elements of the equity bona fide acquisition with reference to the provisions of the bona fide acquisition.Chen had awared that Xiao was not the real equity owner and the shareholding relationship between Xiang and Xiao before he obtained the transferee equity,so he is not the bona fides third party and he can not obtain the transferee equity in good faith.Finally,as for Chen can not obtain the transferee equity,Xiang as the actual investor has the right to recover the equity which transferred by Xiao.According to the equity transfer agreement,Chen can claim that Xiao should bear the liability for breach of contract and corresponding legal responsibility.