Study On Bona Fide Acquisition Of Entrusted Shareholders’ Transfer Of Equity

With the rapid development of economy and social progress,the phenomenon of equity entrustment is common in the market economy.Although the existence of this behavior has a certain rationality,it also causes more and more problems and disputes.According to the provisions of the Judicial Interpretation(III)of the Company Law,the problem that the nominal shareholders of entrustment shares have no right to dispose of the equity in their name can be dealt with with reference to the bona fide acquisition system in Article 106 of the Property Law.Although to some extent,the ownership of property rights of good faith and goodwill get connected,for the equity transfer disputes in good faith to provide the basis of substantive law,but in the good faith system of equity transfer in our country,the theory on equity generation of legal nature,the qualification cognizance of the shareholders,effectiveness and equity holding agreement and judicial practice of the cognizance of the shareholders,equity,the assignee of goodwill that did not specify a specific criteria,such as no related theory to explain,only specified reference to "property law" article 106 apply.This leads to the situation of application of analogy in judicial practice and the phenomenon of different sentences in the same case.Identity on the basis of good faith system is presented in this paper,to give people ownership transfer its equity in good as a starting point,combined with the company law judicial interpretation(3)of the disputes,the referee rules,introduces the theory of generation of transfer of ownership and on the basis of good faith theory,combined with the examples in the judicial practice,and is used in the analysis of existing problems,and puts forward related Suggestions.It is discussed from the following three parts,firstly,it introduces the transfer of entrustment equity,about the concept and type of dormant investment,equity generation with the nature,shareholders qualification confirmation and equity agreement nature of the relevant basic theories,at the same time also to can trust rights appearance principles and protect the transaction security with reasonable reliance interest with a third person point of view,this paper introduces the basic theory of value,of good faith for this article studies generation holdings under nominal shareholders transfer its equity in good system provides a theoretical reference.The second part combs and analyzes the case with relevant theories.Through for the generation of his stake in the transfer of equity bona fide apply three judicial cases,further analysis on the transfer of equity by nominal shareholders applies the system of bona fide acquisition to determine the qualifications of nominal shareholders,to determine "unauthorized disposal",to identify "bona fide",to pay reasonable consideration,and to handle the industrial and commercial registration,and equity of good faith system and the system of property rights in good problem such as the difference between the constitutive requirements.In the third part according to the above problem and determination of identity,equity shareholders,company which changes its registration system is not perfect and the determination of goodwill in the standard of fault,put forward the corresponding rationalization Suggestions,hope to solve the nominal shareholders transfer of equity disputes are not clearly defined in the specification,to effectively protect the related obligee’s rights and interests,better maintain good sustainable development equity trading market in China.