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

In 2011,the judicial interpretation III of the company law issued by the Supreme People's Court of China clearly stipulates the bona fide acquisition of equity.Since then,the dispute over whether equity can be applied to the bona fide acquisition system like movable property and real estate has come to an end,and the research on how to apply the bona fide acquisition of equity is still continuing.Apart from the preface and the end,the article is divided into four chaptersThe first part is to compare the definition of the concept of equity acquisition in good faith and the theory of equity acquisition in good faith after traditional acquisition in order to understand the significance of equity acquisition in good faith system to protect the market transaction security and improve the market transaction efficiency.The second part is to identify equity as a new type of basic property rights similar to the nature of movable property and real property in traditional acquisition in good faith.At the same time,different modes of rights change have different ways to protect the third party,so it is necessary to determine that the mode of equity change in our country is the mode of change of creditor's rights will doctrine and the mode of registration of industrial and commercial registration against the internal confrontation of the company by using the register of shareholders against the external third party confrontation of the company.The third part summarizes that there is a certain gap in the legislation of the system of bona fide acquisition of equity in our country,and there is a vague situation when it is applied in practice.On the premise of industrial and commercial registration as the appearance of rights,the elements of bona fide acquisition of equity are clearly composed of four aspects: objective bona fide,actual payment of reasonable consideration and industrial and commercial registration after acquisition of equity.The fourth part is the classification of the typical situation of the current equity acquisition system in good faith in judicial practice.This paper combs the three most common situations of "one share,two sales","transfer of equity by nominal shareholders" and "transfer of equity by fake shareholders",and clarifies that the behavior of transfer of equity by nominal shareholders is entitled to disposal,and only when the dormant shareholders are recognized and the pure borrowing of nominal shareholders can be applied to acquisition in good faith.