1. Get the Application Form for Company Change Registration (go to the registration hall window of the Administration for Industry and Commerce).
2. Change the business license (fill in the company change form, affix the official seal, sort out the amendments to the articles of association, the resolutions of the shareholders' meeting, the equity transfer agreement, the original and copy of the company business license, and go to the registration hall of the Industrial and Commercial Bureau for handling).
3. Change the organization code certificate (fill in the change form of enterprise code certificate, affix the official seal, and sort out the company change notice, copy of business license, copy of enterprise legal person ID card and the original of the old code certificate to the Bureau of Quality and Technical Supervision).
4. Change the tax registration certificate (go to the tax bureau with the notice of tax change).
5. Change the bank information (go to the bank in basic deposit account with the bank change notice).
Information required for company equity change
1. company change registration application form.
2. Amendment to the Articles of Association (signed and sealed by all shareholders).
3. Resolution of the shareholders' meeting (signed and sealed by all shareholders).
4. Original company license (original).
5. Copies of all shareholders' ID cards (original inspection).
6. Original equity transfer agreement (indicating who transferred the equity to whom, the equity, creditor's rights and debts were transferred together, and the transferor and transferee signed it).
Extended data:
way
Equity is essentially a shareholder's right to control or dominate the company and its affairs, and it is the general name of the legal status and rights enjoyed by shareholders based on capital contribution. Specifically, it includes income right, voting right, right to know and other rights.
1. Form of equity transfer: There are two ways for shareholders of a limited liability company to transfer their capital contribution:
First, shareholders transfer their shares to other existing shareholders, that is, the transfer of shares within the company;
Second, the shareholders transfer their equity to other investors other than the existing shareholders, that is, the equity transfer outside the company. These two forms are somewhat different in terms of conditions and procedures.
(1) Internal share conversion: It is an internal behavior among shareholders to transfer their capital contributions to each other according to law. According to the relevant provisions of the Company Law, it can take legal effect by changing the articles of association, the register of shareholders and the capital contribution certificate. Once there is a dispute between shareholders, it can be used as a basis.
(2) Transfer of shares to a third party: When a shareholder transfers his capital contribution to a third party other than the shareholder, it is an external transfer of the company. In addition to changing the Articles of Association, the register of shareholders and related documents according to the above provisions, it is also necessary to go through the registration of change at the administrative department for industry and commerce.
For the transfer of shares to a third party, the provisions of the company law are relatively clear. Paragraph 2 of Article 71 stipulates: "The transfer of shares by shareholders to persons other than shareholders shall be approved by more than half of the 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. "
The legislative starting point of this provision is: on the one hand, it is necessary to ensure that the equity transferor can transfer its capital contribution relatively freely; on the other hand, it is necessary to consider the mixed nature of the limited company's capital and human partnership, so as to maintain the trust foundation among the shareholders of the company as much as possible.
According to this provision of the Company Law and Article 38 of the Company, the external transfer of equity must meet two substantive requirements: the consent of more than half of all shareholders and the resolution made by the shareholders' meeting. This is the basic principle of the company's external transfer of capital contribution.
This principle includes the following special contents: first, the principle of number of people is used as the calculation basis of voting rights. China's company system pays more attention to the human factor of limited company, so it adopts the number of people to decide, rather than the proportion of capital contribution held by shareholders as the calculation standard. Second, more than half of the shareholders other than the transferor.
2. The actual operation mode of equity transfer:
In practice, the implementation of equity transfer can be carried out in two ways. One is to fulfill the above procedural and substantive requirements first, and then sign an equity transfer agreement with the determined transferee, so that the transferee can become a shareholder of the company. In this way, there is not much risk for both sides.
However, before signing the equity transfer agreement, a draft equity transfer should be signed to stipulate the relevant matters of equity transfer and the liability for breach of contract, that is, the liability for contracting negligence.
The other way is that the transferor and the transferee sign the equity transfer agreement first, and then the transferor fulfills the procedural and substantive conditions in the company, but this way can not achieve the purpose of equity transfer.
For the transferee, the risk is great. Generally speaking, the transferee must pay part of the transfer money first. If the equity transfer cannot be realized, the transferee will bear the risk of recovering the money, including litigation and execution.
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