How to deal with the withdrawal of shares by shareholders in the middle of the company:
1. Find the shareholder cooperation agreement and articles of association signed in the past;
2. Convene a general meeting of shareholders to discuss the withdrawal of shares according to the process;
3. It must be approved by other shareholders, and it is not allowed to withdraw shares maliciously;
4. Liquidate assets and liabilities and share liabilities;
5. Reasonably arrange the handover of stock withdrawal;
6. Adjust the shareholder composition of the Industrial and Commercial Bureau;
7. If shareholders withdraw their shares, the impact should be reduced.
Shareholder withdrawal means that during the existence of the company, shareholders recover the value of their shares for specific reasons, thus absolutely losing their shareholder status.
The company system is a complex interest system, the interests of the participants in each company are closely related, and the interests of any one party will affect the interests of other participants. The withdrawal of shareholders will have the objective consequence of reducing the company's capital, reduce the company's solvency, and thus affect the repayment of the company's creditors. If shareholders collude with the company and evade debts by withdrawing shares, it also constitutes an infringement on the company's creditors.
Application conditions:
1. The company has not distributed profits to shareholders for five consecutive years, but the company has made profits for five consecutive years and meets the conditions for distributing profits stipulated in this Law;
2. The merger, division or transfer of the company's main property;
3. When the business term stipulated in the Articles of Association expires or other dissolution reasons stipulated in the Articles of Association occur, the shareholders' meeting will adopt a resolution to amend the Articles of Association to make the Company survive.
Company Law of the People's Republic of China
Article 73 After the equity is transferred in accordance with the provisions of Articles 71 and 72 of this Law, the company shall cancel the capital contribution certificate of the original shareholder, issue the capital contribution certificate to the new shareholder, and change the records of shareholders and their capital contribution in the articles of association and the register of shareholders accordingly. There is no need to vote at the shareholders' meeting to amend the Articles of Association this time. Article 74 In any of the following circumstances, a shareholder who votes against the resolution of the shareholders' meeting may request the company to purchase its equity at a reasonable price:
(a) the company has not distributed profits to shareholders for five consecutive years, but the company has made profits for five consecutive years and meets the conditions for distributing profits as stipulated in this Law;
(2) The merger, division or transfer of the company's main property;
(3) Upon the expiration of the business term stipulated in the Articles of Association or other reasons for dissolution stipulated in the Articles of Association, the shareholders' meeting will adopt a resolution to amend the Articles of Association to make the Company survive.
If the shareholders and the company fail to reach an equity purchase agreement within 60 days from the date of adoption of the resolution of the general meeting of shareholders, the shareholders may bring a lawsuit to the people's court within 90 days from the date of adoption of the resolution of the general meeting of shareholders.
Legal basis:
Company Law of the People's Republic of China
Article 35 After the establishment of the company, shareholders may not withdraw their capital contribution.
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.
Article 74 of the Company Law of People's Republic of China (PRC) is under any of the following circumstances, the shareholders who voted against the resolution of the shareholders' meeting may request the company to purchase its equity at a reasonable price: (1) The company has not distributed profits to shareholders for five consecutive years, but the company has made profits for five consecutive years and meets the conditions for distributing profits stipulated in this Law; (2) The merger, division or transfer of the company's main property; (3) Upon the expiration of the business term stipulated in the Articles of Association or other reasons for dissolution stipulated in the Articles of Association, the shareholders' meeting will adopt a resolution to amend the Articles of Association to make the Company survive. If the shareholders and the company fail to reach an equity purchase agreement within 60 days from the date of adoption of the resolution of the general meeting of shareholders, the shareholders may bring a lawsuit to the people's court within 90 days from the date of adoption of the resolution of the general meeting of shareholders.
Article 159 of the Criminal Law of People's Republic of China (PRC) * * If the promoters and shareholders of a company violate the provisions of the company law, fail to deliver money, goods or transfer property rights, make false capital contributions, or withdraw their capital contributions after the establishment of the company, and the amount is huge, and the consequences are serious or there are other serious circumstances, they shall be sentenced to fixed-term imprisonment of not more than five years or criminal detention, and shall also, or shall only, be fined for making false capital contributions or withdrawing capital contributions of not less than 2% but not more than 10%. Where a unit commits the crime mentioned in the preceding paragraph, it shall be fined, and the persons who are directly in charge and other persons who are directly responsible shall be sentenced to fixed-term imprisonment of not more than five years or criminal detention.