有限公司股權登記的對抗力研究

Research on the Defensible Validity of Commercial Registration–In the Case of Shareholding Registration in Limited Company

《公司法》第32條第3款確立了有限公司股權登記的對抗力，審判實踐對於“誰”、基於“何種外觀事實”、得以對抗“誰”等問題還有諸多誤區，理論上也多有分歧。基於商事登記對抗力一般原理與股權登記對抗力的規範分析，商事登記的對抗力與公信力、商事登記與信用信息公示、隱名投資與登記對抗等多對範疇之別得以認清。登記對抗的適用前提，就在於真實權利與公示權利出現不符。借助於類型化分析，股權處分、隱名出資、公司債權人保護、登記股東的債務強制執行等多種場合下股權登記對抗的適用情形，以及相應“第三人”的釐定，商事登記的對抗力理論體系得以建構。 Despite the fact that the defensible validity of shareholding registration in limited company has been established under paragraph 3 of Article 32 in Corporation Law, there still exist many theoretical disputes and certain misunderstandings in the trial practice on ''who'', based on ''what kind of appearance facts'', against ''whom''. By studying the general principle of defensible validity of commercial registration and making normative analysis of the basic provisions of defensible validity of shareholding registration, it becomes quite necessary to clarify the differences between several couples of categories such as the defensible validity and credibility of commercial registration, the commercial registration and credit information disclosure and the dormant investment and registration confrontation. The applicable premise of the registration confrontation is the discrepancy between the real right and the exoteric right. With the help of typology analysis, the scope of corresponding ''third party'' and the applicable situations of shareholding registration confrontation on the occasion of shareholding dispose, dormant investment, protection of corporate creditors and the enforcement of registered shareholders’ debts, will be precisely determined and thus formed the theoretical system of defensible validity of commercial registration.