善意取得制度促进市场交易的公平和发展,其理论的发展顺应了市场的发展需要。我国的立法模式虽然采用民商合一,但是在商法上也没有对善意取得进行特别规定。但随着公司法司法解释三的出台,公司法中的善意取得制度以民法中的善意取得制度为基础,同时突破了物权法的善意取得。本文主要从股权善意取得的理论基础,对比股权的善意取得的共同点和不同点,同时从研究有限责任公司的股权入手结合法律规定,对股权的善意取得制度进行初探。 Goodwill acquisition system to promote the fairness and development of market transactions, the development of its theory conforms to the development needs of the market. Although the legislative model of our country adopts the combination of civil and commercial businesses, there is no special stipulation in commercial law on the acquisition of goodwill. However, with the introduction of the judicial interpretation of the company law III, the system of goodwill acquisition in the company law is based on the system of goodwill acquisition in the civil law and at the same time it breaks through the goodwill acquisition of the property law. This article mainly compares the theory basis of goodwill obtained by stock right with the common point and difference of goodwill obtained by stock right. At the same time, it starts from the study of the equity of limited liability company and the law,