| The object to be studied in this paper is the transfer of equity under the pseudonym.The specific behavior pattern is the behavior who,without the knowledge of the equity owner,by unfair means such as fake signature to make the relative person misidentify his identity,and thus to dispose the equity under the shareholder.Due to the combination of people in China’s limited companies,the shareholders usually have a special status relationship,coupled with the management of small and medium-sized companies is not standardized,which leads to the frequent occurrence of such cases.However,China’s laws do not have a clear characterization of imitations,and the transfer of shares by imitations involves commercial law,so few scholars in the theoretical circle pay attention to it,and the opinions of courts at all levels are not unified in practice.Therefore,this paper aims to clarify the legal attribute and judgment rules of impostor transfer through discussion.Transfer equity under the pseudonym involves the interests of multiple parties,and it is necessary to balance the interests,which is the proper meaning to maintain the security of equity transaction.Firstly,transfer agreement should be established,our country has made clear to distinguish principle,disposition contract as long as meet the requirements of the contract is established,its effectiveness is controversial,if mechanical agreement was not identified,all risks will be bear by a third party,for the trading order will cause enormous damage.Secondly,applicable law about transfer equity under the pseudonym,due to the obvious differences in the nature,content and mode of right change between equity and real right,the rigor of industrial and commercial registration is far less than that of real estate registration,and the appearance of subject identity is different from that of rights,it is not suitable to apply the bona fide acquisition system to adjust the impostor transfer equity disputes.There is also a difference between imitative transfer of stock rights and agency,but the two are similar in legal effect and constitutive elements,and the analogy application of unauthorized agency system has an advantage over the application of bona fide acquisition system,which is not only conducive to maintaining the credibility of the registration system,but also can better balance the interests of all parties based on the accountability.Therefore,such disputes should be regulated by the system of unauthorized agency by analogy.Thirdly,as a subject of one party,the company is also involved,and whether the other party can finally obtain the equity also needs to be recognized by the company.The imitative transfer of the equity needs to be restricted by the contract law and the company law.Only in this way can the protection of the company’s interests be reflected and the human conformity of the limited liability company be maintained.Finally,the situation of impostor transfer of stock rights is complicated.In the end,this paper puts forward its own judgment Suggestions for several special situations and divides the civil liabilities of the parties,hoping to provide help for the settlement of such disputes. |
