The Research On The Equity Acquisition System Of Limited Company

Articles 25 and 27 of the Judicial Interpretation(3)of the "Company Law" established the system of bona fide acquisition of shares of a limited company in the two situations of nominal shareholding and one-share two-sale,and as early as the judicial interpretation of the "Company Law"(3)Before the promulgation,the Supreme People’s Court put forward the opinion in the judgment in 2006 that the equity is registered as a public form,and the bona fide acquisition system shall be applied in the equity transfer.First of all,this article affirms the establishment of the system of bona fide acquisition of equity in the judicial interpretation(3)of the "Company Law",which is necessary and required by commercial exchanges.However,there is a contradiction in the logic of the article on the bona fide acquisition of equity in the judicial interpretation three,so there will be problems in the application of the law in the process of applying the law in the judicial judgment.For a country with rapid social and economic development and frequent commercial activities,both legislation and judicial practice should keep pace with the times,keep up with the pace of social and economic development,and absolutely cannot be self-satisfied or give up food due to choking.This article mainly starts from four parts: the first chapter is the beginning of the judicial interpretation and points out the lack of rigor and deficiencies in the three articles of the judicial interpretation on the system of bona fide acquisition of equity;the second chapter is the distinction between equity itself and equity transfer behavior from property rights The particularity of the equity acquisition system is analyzed;Chapter 3 mainly analyzes the practical needs of the establishment of the equity acquisition system in good faith and the aspects that need to be improved in the equity acquisition system;Chapter 4 deals with the issues that are frequently encountered in judicial practice.A specific analysis was made on whether to apply the type of referee in the system of bona fide acquisition of equity.Through the overall logical structure of the article,the article mainly focuses on the following aspects for the bona fide equity acquisition system that needs to be improved and corrected:First,to apply the bona fide acquisition system,the equity needs to have a convincing appearance of the right,and the appearance of this right is almost the same as the real situation of the equity.But to be realistic,the current business registration of equity may not be consistent with the actual situation due to the time difference and technical defects,so that the credibility of my country’s business registration is still relatively weak.In response to this,firstly,the company’s senior management responsibility system should be introduced,and the company’s senior management should conduct necessary review of the essence of the equity transfer.If there is no sufficient substantive review,they will need to bear corresponding legal responsibilities in the event of a dispute;secondly,introduce an opposition registration system In the case of one share and two sales,the first transferee of the equity can register the objection,which greatly protects the legal rights of the first transferee.At the same time,the "objection registration" can be registered on the official website of the "National Enterprise Credit Publicity System" And third-party webpages such as "Enterprise Check" and "Tianyan Check";finally,the company must stipulate specific disciplinary measures for the company.The company must complete the industrial and commercial registration as soon as possible within the time specified by the law.If it is intentionally delayed,it will cause the right holders.If you lose,you should bear legal responsibility.Second,there are logical contradictions that directly apply to bona fide acquisitions in both the nominal shareholding and the one-share two-sale situation stipulated in the third judicial interpretation.First of all,there is no unauthorised disposition in nominal holdings.Although nominal shareholders violate the wishes of the actual investors,as the appearance of rights,the shareholders holding nominal shares are indeed the equity owners,and they shall dispose of the shareholders under their own names.Equity can’t be more legitimate.Why don’t you have the right to dispose of it? Secondly,in the case of one-share two-sale,if the first buyer does not handle the change of the shareholder register,then the original shareholder has the right to dispose of his own equity,and naturally it does not apply to acquisition in good faith.Third,in the case of one-share two-sales,if the buyer handles the register of shareholders,even if the original shareholder is admitted that the original shareholder has no right to dispose of and the bona fide acquisition system is applicable,the subsequent buyer has almost no bona fide possibility,and the equity will ultimately belong The former buyer.Third,the three judicial interpretations enumeratively stipulate that the system of bona fide acquisition of equity is applicable to two situations.Is it possible to apply bona fide acquisition in the case of equity ownership disputes in other situations?There is no clear stipulation in the law,and it needs to be filled continuously based on judicial practice.Of course,for situations where the system of bona fide acquisition of equity is absolutely not applicable,the display of judges’ opinions can also increase the public’s anticipation of various equity transfers.For example,if one spouse transfers the stock rights that only registered his own name to a third party without authorization,whether he has the right to dispose or has the right to dispose,there will be different judgments in judicial practice,and it is necessary to unify the opinions in similar situations..Although academic circles have many doubts about the system of bona fide acquisition of equity,after all,as long as there is a new system,there is no shortage of critics in the theoretical circle.Indeed,without criticism,how can the rule of law in China continue to improve?...