On The Validity Of The Transfer Of Stock Rights Under False Name In Private Laws

Transfer of stock right under false name means the non-right holder arbitrarily transfers the stock rights of limited liability company held by another person to the third party under the name of the original stockholder without consent or authorization.Disputes over the transfer of others' stock rights under false names happen continually,and there has been no consensus on the nature and legal effect of transfer of stock rights under false name neither in the field of justice nor in the field of theory.For that reason,this paper focuses on the nature and legal effects of transfer of stock rights under false name.Civil juristic act can be divided into act of liability and act of disposition,so the act of transferring stock rights under false name can be divide into the contractual act of signing an agreement on transferring stock rights and the disposition act of disposing others' stock rights under false names.Therefore,we need to analyze these two acts in turn,and then judge the validity of the whole behavior in private laws.For contract act,transfer under false name involves the impersonator,counterpart and nominal carrier.This paper takes the meaning explanation as the analysis means and claims that the agreement on transferring stock rights signed by the impersonation is established between the impersonator and the counterpart.It is also cleared that the act of on transferring stock rights under false name is not unauthorized agency,and the system of unauthorized agent can't be used to solve the dispute of transferring stock rights under false name.By analyzing possible contract defect,conclusion reached in this paper is that the agreement on transferring stock rights signed under false name is to be determined due to lacking the right of disposal.For the acts of disposition of stock rights,stock right is an independent civil right which has significant differences with property rights in content,exercise manner and nature.Mode of stock right transfer is also different from that of property right.In China,the mode of creditor's rights formalism is adopted for the transfer of property right,however,according to the interpretation of the current law and the analysis of stock right characteristics,the amendatory principle of will is adopted for the transfer of stock right,thus,it's not appropriate to resolve the dispute over the unauthorized disposition of stock rights by applying Bona Fide Acquisition System.Transfer of stock rights under false names is not unauthorized disposition in a narrow sense,there is no registration error in the business register,trust in figures isn't the object of protection of Bona Fide Acquisition System,counterpart can't get shares.At the end of this paper,the civil liability of each person is analyzed and some proposals are put forward for the court judgment under different situations,to offer help for the practice of judgments,and make contributions to the protection of the parties' legitimate rights and interests.