Research On The Bona Fide Acquisition Of The Equity Of Limited Liability Companies

‘The third judicial interpretation on Company Law' gives a clear conclusion to the dispute that bona fide acquisition of the equity can apply for the limited liability company and the system of acquired in good faith on ‘Property Law' is able to apply for equity.However,considering that the quality of equity and register of shareholders and the validity of business registration,there are still many problems on the application range of shares acquired in good faith and how to apply in practice.This thesis starts from the constitutive elements of bona fide acquisition of the equity and uses the comparative analysis,the empirical analysis and semantic analysis in the constitution requirements of bona fide acquisition of the equity.What's more,it talks briefly about the effective condition of equity transfer,the standard of transferee in good faith,the time point of good faith and the reasonable standard of cost that assignee pays for it.Considering that the problems of shares acquired in good faith in juridical practice,this thesis puts up some measures on the shares acquired in good faith of the limited liability company to balance the benefits between the real equity oblige and equity assignee.It will benefit the fair efficient equity transfer orderly at last.The thesis is divided into four parts.The first part is the investigation of status quo of bona fide acquisition of the equity in China.It organizes the existing legislation of the system of bona fide acquisition of the equity and combines the application of law in judicial practice to analyze some specific problems in equity acquisition,which are involved in the applicable situation of equity acquired in good faith,the equity public display system equity change model and the standards of shareholders' qualification.The second part is an overview of the basic theory of equity acquisition.Through the definition of the concept of equity and the good faith in the property right,it defines the origin of the system clearly.The third part is the analysis of the constitutive elements of bona fide acquisition of the equity.It needs something that involves unauthorized disposal of the equity transferor,effective equity transfer,equity transferee in good faith and the reasonable standard of cost that assignee pays for equity to determine.The fourth part is the perfection of the acquisition system of the equity of the limited liability company in China.Firstly,it improves the scope of the application of bona fide acquisition of the equity,including the situation of the transfer of equity in good faith and the applicable exceptions.Secondly,it clarifies the standard of shareholders' qualification in the shareholding agreement.Thirdly,it improves the public information system of equity and takes the shareholder register as the public document of the change of equity.Fourthly,it builds a unified model of shareholding change and transfers the registration of changes in the register of shareholders into the effect of equity transfer.Fifthly,it is necessary to construct burden shift of proof in goodwill by reference to the German Law.