Research On Dormant Investor’s Shareholder Qualification

Goodwill acquisition system which is to protect transaction security,to promote convenience trade and maintain the order of property,generally,can only be applied in real estate property and movable property field.Industrial and commercial register is the appearance of equity,there is a situation that the real equity is different from the equity that recorded in register.At this point,if the shareholders dispose of the registration name will form no right equity dispose,and it must have room for the goodwill acquisition.The rules of right appearance is the theoretical basis of goodwill acquisition system which is consist of the fact of right appearance,accountability of the register and the trust of trading counterpart,the three factors influence and complement each other.The goodwill acquisition of real estate property and goodwill acquisition of movable property shows different institute structure based on the differences on correctness of right appearance.There is a big difference of the rights change mode,register rules and the subjects of rights change on equity and goodwill acquisition of real estate property,therefore,goodwill acquisition of equity can’t use goodwill acquisition of real estate property.Goodwill acquisition of equity can use goodwill acquisition of movable property and stress the important element of accountability and improve trading counterpart goodwill,to a certain extent can card into its legitimacy,but still cannot solve the time difference between equity changes to take effect and the public and the company’s right to renege problems.This thesis is to give suggestions to perfect equity goodwill acquisition system on legislation aspect on the basis of keeping the original company law system and goodwill acquisition can use real estate goodwill acquisition.This thesis is consist of four parts,the first part is the possibility and theoretical basis of goodwill acquisition.In this part,the writer proves the possibility of equity goodwill acquisition and confirms the value of goodwill acquisition system;then introduces the theoretical basis of equity goodwill acquisition----the rules of right appearance.The rules of right appearance is the theoretical basis of goodwill acquisition system which is consist of the fact of right appearance,accountability of the register and the trust of trading counterpart,the three factors influence and complement each other.The degree of accuracy influences the structure of goodwill acquisition system.The second part is the query of the rationality of real estate property goodwill acquisition.There is a big difference of the rights change mode,register rules and the subjects of rights change on equity and goodwill acquisition of real estate property.If equity goodwill acquisition could use real estate property goodwill acquisition,the deficiency of real shareholds protection and raise the problem of company’s right of rescission.The third part is the identification of the possibility of the use of movable property goodwill acquisition.Equity goodwill acquisition can use movable property stresses the the important element of accountability and improve trading counterpart goodwill,plus the two years time limit,the legitimacy can be certified and touch a balance between shareholds and goodwill assignees.However,problems of time difference and the company’s right of rescission still can’t be solved.The forth part is the perfect of equity goodwill acquisition system.This thesis gives suggestions to perfect equity goodwill acquisition system on legislation aspect on the basis of keeping the original company law system and goodwill acquisition can use real estate goodwill acquisition.There are two suggestions:first,to perfect the industrial and commercial register;second,to introduce dissidence registration system.