| In recent years,the phenomenon of limited liability companies’ proxy shareholding has become more and more common,and equity transfer disputes caused by proxy shareholding have increasingly become a new hot issue in commercial disputes.In the equity transfer dispute between Zhongjing Company and Liu Xunyi,the disputes in the case mainly focused on three aspects: first,whether the "trust contract" signed by Zhongjing Company and Liu Xunyi was valid;second,the shareholders How to divide the rights between Zhongjing Company and Liu Xunyi;The third is whether China Resources Company can obtain the disputed equity.First of all,the "trust contract" involved in the case did not maliciously circumvent the law,did not damage the right of first refusal of other shareholders of the Topai Company,and did not violate the mandatory regulations on validity,and should be legal and effective.Secondly,the nominal shareholder Liu Xunyi is based on the basic legal relationship with Dongpai Company and has been named on the shareholder register.Therefore,the nominal shareholder Liu Xunyi shall enjoy shareholder rights and have the right to dispose of the equity under his name.Finally,because the shareholder’s rights belong to Liu Xunyi,his transfer of equity to China Resources Company is a right to dispose.In addition,the company’s industrial and commercial registration as the appearance of equity rights does not have credibility and cannot bear the reasonable trust of third parties,and the third party’s goodwill constitutes a reality.It is difficult to realize the equity transfer.Therefore,it is unreasonable and logically difficult to apply the system of bona fide acquisition for the disposal of equity by the nominal shareholder.The bona fide acquisition system should not be used as the basis for judging whether the third party China Resources has obtained the disputed equity in this case.However,the equity transfer agreement between China Resources and Liu Xunyi is legal and effective,and it has become effective in the debt law.At the same time,the equity change adopts the creditor’s intentional change model.The two parties have reached an agreement on the equity transfer.Whether to go through the industrial and commercial change registration and whether to pay the equity transfer payment does not affect the effectiveness of the equity transfer,and the equity transfer agreement has been approved by more than half of the other shareholders of Dongpai Company.,To meet the "Company Law" restrictive provisions on the transfer of shares of limited liability companies,so the equity transfer agreement has become effective for equity changes,and China Resources has obtained the equity in the dispute in this case. |
