1 Negotiate the acquisition intention, pay a certain amount of acquisition intention money in advance, and return the intention money if no equity transfer agreement is finally reached.
2 due diligence. Entrust lawyers, accountants and other professional institutions to conduct due diligence on the assets, debts, creditor's rights, employee insurance, industrial and commercial registration and major contracts of the target company, especially to verify the loan contract, loan contract and lease contract issued by the target company.
3. Sign the equity transfer agreement. According to the results of due diligence, the old shareholder, as the transferor, and the new shareholder, as the transferee, signed the equity transfer agreement. Equity transfer agreements usually focus on the definition of the time when the creditor's rights and debts are assumed, and the handover of assets, official seals and other documents. The old shareholders issue relevant commitments or provide other guarantees to ensure the authenticity of information and materials and the authenticity of creditor's rights and debts.
4. Pay part of the equity transfer money and go through the formalities of industrial and commercial change registration.
5. Hand over the company's license, assets and personnel. Pay all equity transfer funds.
Legal basis: Article 71 of the 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.