Research On The Goodwill Acquisition Of Limited Liability Equity

The Supreme People’s Court promulgated the “Regulations on the Application of Several Issues of the “Company Law of the People’s Republic of China(3)” in the form of judicial interpretations(hereinafter referred to as “Company Law Interpretation(3)”),which clearly stipulates that “nominal shareholders shall dispose of equity” and “ The "one share,two sanctions" situation can be dealt with in accordance with the provisions of Article 106 of the Property Law.So far,my country’s limited liability company’s equity transfer application has a well-defined acquisition system,which stipulates the need for commercial practice,maintains transaction security,and provides a legal basis for judicial trials.However,this provision is an instructional reference specification,and it does not specify how to refer to it.It is to copy the property rights in good faith to obtain the constituent elements or to debug according to the nature of the equity.This stipulation stipulates that two situations can be applied to obtain in good faith,but in combination with the situations arising in equity transfer disputes in judicial practice,there are more than these two.It is not clear whether the other situations in practice can be obtained with reference to the application of good faith.As a result,judges can only make judgments based on their own trial experience and value tendency during trial,and applying different legal norms leads to different judgment results,or even completely opposite judgment results.Whether the qualification of shareholders is determined in substance or form is directly related to the legitimacy of the "well-known shareholders’ disposal of equity" in good faith.The Minutes of the Civil and Commercial Trial Work Conference of the National Court mentioned that in determining the relationship between nominal shareholders and actual investors,does not rely entirely on appearanceism,does it mean adopting substantive standards for determination? The shareholding change model is directly related to when the shareholding changes.There are disputes among various viewpoints in the theoretical world.Is the change mode of meaningism or the change mode of formalism or a relatively differentiated model? Whether the share announcement is based on the change of the business registration or the change of the register of shareholders,there is no consensus in the theoretical community,and the current judicial practice tends to use the registration of the change of industry and commerce as the share announcement,but the right status of the announcement is lower than the land register Many,can it act as the appearance of equity rights,and how to make up for the status quo of its low accuracy.In addition,the author consulted a large number of judicial cases and found that when the judges tried such cases,they completely copied the elements obtained in good faith under the Property Law,but the judges could not agree on the two key elements of goodwill and reasonable price,and the trial ideas were different.There is no shortage of appeals and retrial disputes.In addition,the theory holds different views on the application of the good faith acquisition system for equity.This article starts with the dispute over the doctrine of obtaining stock rights in good faith,and puts forward the point of view of this paper,that is,affirming that stock rights can be applied to the system of obtaining bona fide well,and then analyzes the theoretical basis and legal consequences of its existence.The qualification criteria for shareholders should be "different inside and outside,double standards",that is,when an external third party is involved,the shareholders should be identified in the form of the appearance,otherwise the emphasis will be on the essentials.The shareholding change model should adopt a relative distinguishing mode.For different subjects,different requirements must be met before the shareholding change can take effect.The appearance of equity rights is registered in industry and commerce.In order to make up for its correctness,it should refer to the regulations outside the territory.Increasing equity changes must go through a notary process and introduce an objection registration system.In addition,borrowing from the German regulations on attribution and introducing it into my country’s equity acquisition system in good faith,as a deterrent,it balances the interests of real rights holders and equity transferees.The author hopes that through the discussion and clarification of the above issues,I hope that in future judicial trials,we will be able to unify the trial ideas,standardize the discretion of judges,and thereby maintain the credibility of the law,maintain transaction security,and contribute to the improvement of China’s equity acquisition system in good faith Meager power.