Research On The Application Of Confrontation Force In The Equity Registration Of Limited Companies

The third paragraph of Article 32 of the company law of the people's Republic of China(hereinafter referred to as the company law)establishes the negative counter force of the equity registration of a limited liability company,that is,without registration or change of registration,it shall not fight against a third party.As the provisions of the clause are relatively general,the scope and conditions of the application of the antagonism of equity registration are not clear through legislation,which leads to confusion and arbitrariness in the application of the clause in judicial practice,especially in the identification of the "third party".Based on this,combined with the views of relevant scholars and the application of equity registration in judicial practice,this paper limits the scope of application of "the third party" to four possible types: the later assignee in the case of one share re disposal,the assignee in the case of nominal shareholder's external disposal,the creditor of the company and the creditor of the nominal shareholder.Then,through the case retrieval of different types of "third party",this paper analyzes the current situation of the application of "third party" in different situations,summarizes the court's judgment views,and on this basis,extracts the prominent problems existing in the judicial application of "third party".In view of the above difficulties,this paper puts forward some countermeasures,such as limited meaning equity change mode,accurate identification of the elements of equity acquisition in good faith,clear identification standard of shareholder qualification in dormant capital contribution,and limiting the scope of trust protection of equity registration to the relative person who has reasonable trust in equity transaction.Through the proposal of the above countermeasures,many obstacles in the application of equity registration confrontation are removed,and then the scope of application of "third party" in the third paragraph of Article 32 of the company law can be clarified,hoping that equity registration confrontation can be accurately applied.