Without the registration of the Company Law or the change of registration, it may not confront a third party. Excuse me, what do you mean by not confronting a third person?

It means not to confront a well-meaning third party. A third person refers to a person who does not need or should not know something, and his interests should be protected. The company registration has been changed, but the company has not been re-registered, so the third party can't know about the change, so the part of its unauthorized change is only valid within its company and invalid for itself, that is, it is not allowed to confront a bona fide third party.

Legal analysis

According to the provisions of Article 71 of the Company Law of People's Republic of China (PRC), a limited liability company can transfer its shares internally and externally, internally and mutually, and externally, it needs the consent of more than half of the shareholders to give up the preemptive right. At the same time, the shareholders' meeting was held, the articles of association were amended, and industrial and commercial registration was handled. The so-called "not confronting the third party" means that if the industrial and commercial registration is not carried out, although the transferor has transferred its shares, it is this that may lead to the problem that the rights and interests of new shareholders cannot be fully protected. If the old shareholder transfers the equity again and goes through the relevant formalities in accordance with the regulations, and the transferee is unaware of it (because the industrial and commercial registration has not changed, he can reasonably trust the old shareholder or creditor), then the law protects the rights of the latter, and the original transferee cannot use the equity transfer agreement he has signed against the "third party", that is, the new transferee.

legal ground

Article 32 of the Company Law of People's Republic of China (PRC), a limited liability company shall keep a register of shareholders, which shall record the following items: (1) the name and domicile of the shareholders; (2) the amount of capital contribution of shareholders (3) the number of the capital contribution certificate. Shareholders recorded in the register of shareholders may exercise their rights according to the register of shareholders. The company shall register the names of shareholders with the company registration authority; Where the registered items are changed, the registration of change shall be handled. Without registration or change of registration, it may not confront a third party. Article 71 of People's Republic of China (PRC) Company Law Shareholders of a limited liability company may transfer all or part of their shares to each other. Shareholders' transfer of equity to persons other than shareholders shall be approved by more than half of other shareholders. Shareholders shall notify other shareholders in writing to agree to the transfer of their shares. If other shareholders fail to reply within 30 days from the date of receiving the written notice, they shall be deemed to have agreed to the transfer. If more than half of the other shareholders do not agree to the transfer, the shareholders who do not agree shall purchase the transferred equity; Do not buy, as agreed to transfer.

Under the same conditions, other shareholders have the priority to purchase the equity transferred with the consent of shareholders. If two or more shareholders claim to exercise the preemptive right, their respective purchase proportions shall be determined through consultation; If negotiation fails, the preemptive right shall be exercised in accordance with their respective investment proportions at the time of transfer. Where there are other provisions on equity transfer in the articles of association, such provisions shall prevail.