A Study On The Regulatory Regime Of Good Faith Acquisition Of Equity In Limited Liability Companies

China’s regulatory regime of good faith acquisition was first developed in the Property Law of the People’s Republic of China(hereinafter "Property Law")(now is the Property Right Section of the Civil Code of the People’s Republic of China).An exploration of the nature of the good faith acquisition system reveals that it does not strictly follow the principle of balancing interests,but gives priority to protecting the interests of good faith third parties,so as to achieve the purpose of protecting the safety of transactions and stabilize the market economic order.Articles 26 and 28 of the Supreme People’s Court on Certain Issues Concerning the Application of the Company Law III,which was publicized in 2011,(hereinafter the "Judicial Interpretation of the Company Law III")provide for the application of the good faith acquisition rules in equity transactions,but only in circumstances involving "the disposal of equity by the nominal shareholder" and "double sales of one lot of shares".However,after analysis it has been found that the scope of application of the good faith acquisition system has been expanded by the courts in judicial practice,and the situations of "disposal of shareholdings by nominal shareholders" and "two sales of one share" as stipulated in the judicial interpretation are no longer able to meet the needs of practice.Therefore,it is necessary to analyze the other circumstances of the good faith acquisition system.At the same time,although Article 25 and Article 27 of the Judicial Interpretation of the Company Law(III)stipulate that the good faith acquisition system can be applied to equity by reference to property rights,but considering that equity has not only property,but also personal nature,so the good faith acquisition system should be applied to equity in the first place to fully consider its special nature,in addition,the appearance of the rights of equity and the possession of movable property is fundamentally different from the registration of immovable property,the change of equity The mode of change of equity is also different from that of property rights.So reasonable consideration should be given to its composition elements,from the special nature of the equity,in the application of the good faith acquisition system,and it is important not to directly copy the constituent elements of the good faith acquisition of property regime,but to analyse its inherent characteristics with reference to the good faith acquisition of property regime.The promulgation of the "Judicial Interpretation of Company Law(III)" gives a basis for the application of the good faith acquisition system for equity,but there is no detailed explanation or description of the applicable norms.At the same time,in judicial practice,the courts have also not been unanimous in their decisions on the many types of cases in which the good faith acquisition of equity regime has been applied.Based on the above problems,this article has reviewed a large amount of literature,conducted an in-depth study on the constitutive elements and other considerations of the good faith acquisition of equity,compared the relevant provisions of foreign law,and analyzed the difficulties in the implementation of the good acquisition of equity.It is found that the current mode of equity changes in China is not clear,and the appearance of the rights of equity is also problematic to a certain extent.The authenticity of the industrial and commercial registration as the appearance of the rights of equity is not stable,thus affecting the reliability of the appearance of the rights of equity.Therefore,this paper proposes the improvement path of the good faith acquisition of equity system on this basis,including determining the intentional mode of change as the mode of change of equity in China and introducing the opposition registration system.It is hoped that through the study of this paper,the system of good faith acquisition of equity will be able to play its positive role in equity transactions and promote the stable and orderly development of the market economy.