1. Provisions on the transfer of equity by a limited liability company are as follows:
(1) Shareholders may transfer all or part of their shares to each other;
(2) A shareholder's transfer of equity to a person other than a shareholder shall be approved by more than half of the other shareholders;
(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.
2. Legal basis: Article 71 of People's Republic of China (PRC) Company Law.
Shareholders of an equity transfer limited liability company may transfer all or part of their equity 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 72
When the people's court transfers the shareholder's equity according to the compulsory execution procedure prescribed by law, 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. What is the process of equity transfer of a limited liability company?
1. Convene the shareholders' meeting of the company to study the feasibility of buying and selling shares, analyze whether the purpose of buying and selling shares is in line with the strategic development of the company, analyze the economic strength and business ability of the purchaser, and operate in strict accordance with the procedures stipulated in the Company Law;
2. Hire a lawyer to conduct due diligence;
3. The transferor and the transferee shall conduct substantive consultation and negotiation;
4. The transferor enterprise submits an application for equity transfer to the superior competent department, and it is approved by the superior competent department;
5. Evaluation and capital verification;
6. If the transferred equity belongs to a state-owned enterprise or a wholly state-owned limited company, it needs to be approved and confirmed by the State-owned Assets Supervision and Administration Office, and then evaluated by an asset appraisal firm. Other types of enterprises can go directly to the accounting firm to verify the changed capital;
7. changes in equity's company needs to convene a general meeting of shareholders and form a resolution;
8, to the relevant departments for change, registration and other procedures.