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

Limited liability company as an important commercial organization in today's society,the transfer of shares is very common,and the relevant equity disputes often occur.The system of bona fide acquisition in China is stipulated in the 106th article of the property law,which aims to protect the interests of the third people between the original right holder and the interests of the third persons to protect the interests of the third,thus protecting the security of the transaction and maintaining the market order.Germany is the first country to establish the system of bona fide acquisition in the legislative level,which has introduced a new solution mechanism for the disputes arising from the equity transfer in the judicial practice.In 2011,China's Supreme People's Court published the provisions on the application of the law of the People's Republic of China company(three)(hereinafter referred to as "the company law>judicial interpretation(three)"),which stipulates that the shares of the limited liability company can be obtained in good faith with reference to the 106th provisions of the property law.This is the first time that the bona fide acquisition of shares has been issued in China's legal documents.Before this,there were few people in the theorists to discuss the good faith acquisition of the shares of the limited liability company,and then there was a negative attitude in our textbook.In addition,in judicial interpretation(three),it is also only a reference to the provisions of the bona fide acquisition system in the"property law" by referring to the two types of equity transfer in the "nominal stockholder's disposal" and "one stock of two selling",and does not mention the good faith acquisition in accordance with the goodwill of the movable property or the acquisition of the real estate in good faith.And in the newly issued "<Company Law>judicial interpretation(four)"),it is stipulated that the shareholders transfer the equity to third people other than the shareholders of the company,and damages the other shareholders' right of preemption,and the right to the court is supported by the court.Then,this will be in conflict with the third people's bona fide acquisition of equity,at this time,how to balance the interests of the third people and the rights of the shareholders will be the problem we face.Equity is the basis for shareholders to participate in company management,and is also the basis for shareholders to obtain company income distribution,and has both property and personal characteristics.The system of bona fide acquisition of equity should be analyzed according to the particularity of stock ownership.This paper,based on the nature,definition,appearance of rights,change mode and so on,combined with the analysis of the bona fide acquisition system of German equity,draws up the constitutive requirements for the good faith acquisition of the stock right in China.The life of the law lies in the implementation,and the system of bona fide acquisition will eventually be carried out in the case of equity disputes.Therefore,it is necessary to balance the interests of the third and the rights of the shareholders so as to better promote the development of the market economy.