First, the specific process of the company's equity change:
1. Get the Application Form for Company Change Registration (go to the window of the accreditation hall 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 and the original business license, and go to the registration hall of the Administration for Industry and Commerce 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 (with the tax change notice to the tax bureau)
5. Change of bank information (based on the change notice of the bank in basic deposit account)
Two. Information required for the company's 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 and copy of company license (original)
5. Copies of all shareholders' ID cards (original check)
6. Original equity transfer agreement (indicating who will transfer the equity to whom, the equity, creditor's rights and debts will be transferred together, and the transferor and transferee will sign it.
Three. Details of individual tax treatment for equity transfer:
1. In the equity transfer transaction, the transferor is the taxpayer and the transferee is the withholding agent, fulfilling the obligation of withholding and paying taxes.
2. After the two parties to the equity transaction sign the equity transfer agreement and complete the equity transfer transaction, but before the enterprise changes the equity registration, the transferor or transferee with the obligation to pay taxes or withhold and remit shall apply for tax payment (withholding) declaration to the competent tax authorities, and go through the formalities of equity change registration with the administrative department for industry and commerce on the strength of the personal income tax payment certificate or tax exemption or no tax certificate issued by the tax authorities.
3. Both parties to the equity transaction have signed an equity transfer agreement, but the equity transfer transaction has not been completed. When applying for the registration of equity change to the administrative department for industry and commerce, the enterprise shall fill in the Report on the Change of Individual Shareholders and report to the competent tax authorities.
4. What kind of equity transfer should be prohibited?
The Company Law stipulates that the shares held by the promoters of a joint stock limited company shall not be transferred within three years from the date of establishment of the company; The shares of the Company held by the directors, supervisors, managers and other senior management personnel of the Company shall not be transferred during their term of office. Investors must have a clear understanding of the relevant situation of the proposed transfer of shares when accepting the shares of unlisted joint-stock companies.
Verb (abbreviation of verb) Form of equity transfer:
There are two ways for shareholders of a limited liability company to transfer their capital contribution: first, shareholders transfer their equity to other existing shareholders, that is, equity transfer 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.
Six, after the completion of the equity transfer, the equity change shall be handled in a timely manner:
1. After the equity transfer is completed, the original shareholder's contribution certificate will be cancelled by the target company, and the new shareholder will issue the contribution certificate, and the names, domiciles and contributions of relevant shareholders in the Articles of Association and the register of shareholders need to be revised.
2. Where a limited liability company changes its shareholders, it shall go through the change registration with the industrial and commercial department within 30 days from the date of the change of shareholders.
It should be emphasized that the legal person qualification certificate of the new shareholder or the identity certificate of the natural person and the revised articles of association should be submitted at the same time when the registration of change is made.