The Research On The System Of Bona Fade Acquisition Of Equity Of Limited Liability Company In German Law In Comparing With The Similar System In China Law

The system of bona fade acquisition of equity of limited liability company is established in both German Law and Chinese Law, which not only works as a breakthrough that the traditional civil systems applies to the business domain, but also reflects the need of protecting the reliance interest and transaction securities in the business interactions. Whereas, there are quite some imperfections in Chinese current legal system, the full performance of the systematic functions relies on the construction of a mature system. On which point, we could draw a good lesson from the experience foreign countries. By researching the German system of bona fade acquisition of equity of limited liability company and comparing which with the Chinese one, the thesis aims at analyzing the advancement and merit-attention of the German system, trying to provide a few suggestions to the construction of perfecting the Chinese system, and hopefully making some contribution to the academic in materials for further comparative study over the system of bona fade acquisition of equity of limited liability company.The thesis shall be consisted by introduction, body and conclusion; the main body is consists of three chapters.Introduction, which elaborates the background, purpose and general idea of the thesis. Chapter One, origin of the German system of bona fade acquisition of equity. The chapter first sorts the basic theory and theoretic development of the system in a portrait way and provide theoretic support to the rationality of the system of bona fade acquisition of equity; then vertically comprises the bona fade acquisition of equity with other bona fade acquisition in the civil code and came to the conclusion that regulations over other bona fade acquisition could not be directly applied to or analogized to the bona fade acquisition of equity; thirdly, surveys the development of the legislation of bona fade acquisition of equity to get a glimpse of considering elements of the legislators and scholars while constructing the system, among which the option of appearance of right plays a vital role; at last, clarifies that the political target of the system is to reduce the cost and convenient the transaction, and therefore enhance the competitiveness of the system. This part shall provide the general guide for the concrete operations in the practice.Chapter Two, context of the German system of bona fade acquisition of equity of limited liability company. To start with, for the sake of logical thinking, the thesis answers the premise questions including the nature of German equity, appearance of right of equity and the transaction mode of equity; then follows the constitutive requirements and exclusive causes of the bona fade acquisition of equity, including positive requirements such as registration errors and acquisition through legal actions, and exclusive causes like evil will of the assignee, error lasted for less than three years yet the unaccountability of the original oblige, the existence of the dissenting registration; after which, sets forth the legal consequences, i.e. the legal relationships among the transferor, transferee, original oblige and the company after the bona fade acquisition; finally, by analyzing a controversy case, the bona fade acquisition of equity incurred under " conditioned effective" equity transfer, demonstrates the analyzing thread of bona fade acquisition of equity.Chapter Three, focuses on the comparisons and references between the two countries’system. First of all, summarizes the current situation of the Chinese bona fade acquisition of equity from perspectives of legislation, constitutive requirements and judicial practice; after which, emphasizes on the comparisons of two systems’commons and diversities, which covers three aspects, legislative forms, appearance of right and variation mode, as well as constitutive requirements; in the end, on the basis of comparisons, I come up with some suggestions over the perfection of the system, ranging from perfecting the structure of the constitutive requirements, import of accountability of the original oblige, absorption of the bona fade acquisition of equity by the<Corporate Law>.The Conclusion shall give a brief summarize of the whole thesis.