Shareholders of a limited liability company may transfer all or part of their shares to each other.
(2) External transfer
1. If there is an agreement, it shall prevail: if there are other provisions on equity transfer in the articles of association, those provisions shall prevail.
2. According to the law, there is no agreement:
(1) When a shareholder transfers its equity to a person other than the shareholder, it shall be approved by "more than half of the other shareholders" (1/2 or more).
Note that shareholders do not need to make a resolution to transfer shares to people inside shareholders.
(2) the way to express consent
(1) definitely agree.
② If other shareholders fail to reply within 30 days from the date of receiving the written notice, it shall be deemed that they agree to the transfer.
③ 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.
(3) Preemptive right (order: negotiation-investment ratio)
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.
(3) The people's court forcibly transfers the shareholders' equity.
1. Compulsory transfer: When the people's court transfers the shareholder's equity according to the compulsory execution procedure, it shall notify the company and all shareholders, and other shareholders have the preemptive right under the same conditions. Other shareholders who fail to exercise the preemptive right within "20 days" from the date of notification by the people's court shall be deemed to have waived the preemptive right.
2. Equity transfer procedure: cancel the original shareholder's contribution certificate-issue the contribution certificate to the new shareholder-modify the records of shareholders and their contribution in the Articles of Association and the register of shareholders.