The Acquisition Of GmbH Shares In Good Faith

Equity was not dispositioned,causing equity ownership problems.The "Judicial Interpretation of the Company Law(3)" stipulates that the nominal shareholder disposes of the two types of unauthorised dispositions under the name of the shareholding and one share and two sales,and may apply the provisions of the property law on the acquisition of good faith,that is,the third party in good faith may Equity is obtained based on the trust in shareholder registration in the industrial and commercial registration.The introductory part of this paper raises the question.The introduction of equity goodwill lacks sufficient theoretical support.Many scholars question the legitimacy of the existence of the system.In the construction of legislation,the registration of shareholders of industrial and commercial registration does not seem to be comparable to the real estate register,enough to carry the reasonable trust of the public.If the shareholder registration is not enough to trust,how should the third person's goodwill be determined? In addition,the imputability factor that does not mention the real equity person in the constituent elements seems to violate the principle of “no liability,no liability” and neglects the protection of the rights of the real equity holder.The second part of this paper mainly discusses the practical significance of the existence of equity goodwill acquisition system.Equity has increasingly become an important carrier of social wealth,and the security of equity transactions has also received more attention.However,in real life,it is inevitable that equity will not be disposed of.If the rights of a bona fide third party are not protected,the undistributed equity will be pursued by the real equity,which will result in the dynamic equity security.Get protected.Establishing the appearance of the rights of the equity and protecting the third party's reasonable trust in it,this is the response of the good faith acquisition system to the right to dispose of the equity.Then,in the face of some scholars' doubts about the non-existent applicability of the equity and the fact that the goodwill acquisition of the equity will undermine the humanity of the limited liability company,one by one.The third part of this paper discusses some problems in the application of the equity good faith acquisition system.The basis for the properness of the system of good faith lies in the theory of the appearance of rights.The three essential elements of the theory of rights appearance are the appearance of rights,the goodwill of the counterparty and the accountability of the real right holder.However,the academic register of shareholders who believe that the rights of equity may be assumed and the registration of shareholders in the industrial and commercial registration are not enough to rely on system design reasons.Not only that,the criteria for the recognition of goodwill by third parties are not uniform.In the judicial practice,the courts have great differences on the distribution of the burden of proof,how to make good judgments,and the time nodes for determining goodwill.Finally,examining the blameworthy elements,it is found that the accountability factors are completely ignored in the system construction,resulting in the protection of the rights of real rights holders.The fourth part of this paper puts forward some perfect suggestions for the problems existing in reality.The register of shareholders can be modified to compensate for the deficiencies in the appearance of rights.In the case of goodwill,the good faith should be distinguished from the no-significant negligence.In the specific determination,the standard of "the negligent person" can be adopted.It is recommended to introduce accountable elements and combine the blameworthiness factor with the duration of the registration error to become a hindrance to good faith.It is worthy to affirm that the practice of obtaining goodwill in the case of non-rights of disposition of equity is worthy of recognition.Although there are many problems in the current system of goodwill acquisition of equity,it is impossible to stop the exploration of legislation,and the value objectives of the system can be achieved through some perfect measures.