On bona fide acquisition of shares in limited liability corporations: Questions on Provisions of the Supreme People's Court on Several Issues Concerning the Application of the Company Law of the People's Republic of China (III) and its further application
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D9233.99

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    Abstract:

    Provisions of the Supreme People's Court on Several Issues Concerning the Application of the Company Law of the People's Republic of China (Ⅲ) establishes the doctrine of bona fide acquisition of shares in limited liability corporations in circumstances of dormant investment and shares being sold twice. And courts further apply it in the circumstance of impersonation of the real owner. The semblance of rights in equity changing in China, however, which has the efficacy of confrontation without any technique improvement, can't be trusted. On this basis, it's impossible that disposition of shares by an unauthorised person exists in circumstances of dormant investment and shares being sold twice, even there it is, bona fide couldn't be there, so there is no bona fide acquisition of shares. In circumstance of impersonation of the real owner, though disposition of shares by an unauthorised person, bona fide, reasonable price, registration, etc., can be satisfied, liability attribution should be considered, so there is no bona fide acquisition of shares, either. To avoid abusing bona fide acquisition of shares, future legislation should help enhance the efficacy of semblance of rights, and limit the application of bona fide acquisition of shares to the circumstance of wrong registration.

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谭津龙.中国有限公司股权善意取得的质疑——基于《公司法解释三》及其扩大适用[J].重庆大学学报社会科学版,2019,25(4):156~164

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History
  • Received:
  • Revised:September 03,2018
  • Adopted:
  • Online: June 21,2019
  • Published: