《民法典》视域下夫妻共有股权的单方处分与强制执行

On the Unilateral Disposal and Enforcement of Joint Equity under the Civil Code

夫妻共有股权"名实不符"问题所涉利益复杂。如果显名方单方处分股权,应同时适用《民法典》夫妻财产归属规范和商法规范并定性为无权处分行为,参照适用善意取得制度协调夫妻内部财产共有与交易安全保护。隐名方单方处分显名方股权通常构成无权处分,但是不完全隐名股东不能举证证明其配偶的沉默是对其单方处分股权的授权的,应适用无权代理/表见代理规则。若夫或妻单方处分夫妻共有股权造成配偶权益受损,受损方可依夫妻共有关系进行追偿。股权包含收益权能与管理权能,不完全隐名股东基于法定共有权或有效财产分割协议享有的股权份额原则上可以排除法院强制执行,完全隐名股东享有的股权份额以及财产分割协议超出合理分割部分权益不得排除法院强制执行。

The interests involved in the issue of inconsistent name of stockholders in joint equity of husband and wife are complicated.If the named party unilaterally disposes the equity,the norms of husband and wife property ownership in the Civil Code and Commercial Law shall be applied at the same time,and it shall be classified as an act of unauthorized disposal,referring to the applicable bona fide acquisition system to coordinate the internal property sharing and transaction security protection of the husband and wife.The unilateral disposal of the equity of the unnamed party usually constitutes an unauthorized disposal,but the incomplete unnamed shareholder cannot provide evidence to prove that the silence of the spouse is the authorization for the unilateral disposal of the equity,and the unauthorized or apparent agency rules shall apply.If the husband or wife unilaterally disposes of the joint equity and causes damage to the other spouse’s rights and interests,the damage can only be recovered based on the joint relationship between the husband and wife.Equity includes earning power and management power.In principle,the shares enjoyed by incomplete unnamed shareholders based on legal co-ownership or a valid property division agreement can be excluded from court enforcement.The shares enjoyed by fully unnamed shareholders and the property division agreement exceeds the portion of the reasonable division cannot exclude the court’s enforcement.