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Equity transfer refers to a civil legal act in which shareholders of a company transfer their shares to others according to law, so that others can become shareholders of the company.
1, clear ownership structure
It is necessary to know the ownership structure of the transferred company in detail. Such as reviewing the business license, tax registration certificate, contract, articles of association, resolutions of the board of directors and shareholders' meeting of the acquired company and other necessary documents. The purpose of careful investigation and clear ownership structure is to ensure that all parties to the contract meet the subject qualification when signing the equity transfer contract. Avoid the phenomenon that when signing a contract, it is found that the signing object does not actually own the equity.
2. Asset appraisal
After the ownership structure is clear and the transferred shares are confirmed, the assets and rights and interests of the acquired company will be evaluated by a state-recognized asset appraisal institution, and an evaluation report will be issued, and the evaluation results will be submitted to the relevant state asset appraisal institution for approval and confirmation.
3. Determine the total price of equity transfer.
The parties to the equity transfer contract agree on the total price of the equity transfer.
4. Warranties of the Transferor
(1) Its subject qualification is legal; Having the right and capacity to transfer equity;
(2) Ensure that the documents mentioned in the activities related to the equity transfer are legal and valid;
(3) Ensure that the transferred equity is complete without any guarantee, mortgage or other third-party rights;
(4) If the land use right is involved in the equity transfer contract, the transferor shall ensure that the land use right and house ownership are obtained through legal channels, legally owned and freely transferred according to law;
(5) The transferor shall guarantee to the transferee that there are no other liabilities except the listed liabilities;
(6) Ensure that any litigation or arbitration arising from facts before the equity delivery date shall be borne by the transferor.
5. The transferee of the equity transfer contract guarantees that
(1) Its subject qualification is legal, and it can independently undertake contractual obligations or legal liabilities arising from equity transfer;
(2) Ensure that the source of funds for equity transfer is legal, and there are enough performance funds and assets to bear the transfer price.
6, determine the transfer conditions
The parties to the equity transfer contract agree through consultation to determine the transfer conditions. The conditions of transfer may include: the consent letter of the transferor agreeing to transfer the equity; The shareholders' meeting of the acquired company unanimously agreed to the resolution on equity transfer; The consent of the transferee to accept the equity transfer; The appraisal results have been recognized and confirmed by the Assets Appraisal Center; The transferor shall provide the transferee with all documents, legal documents, accounts and other necessary documents and materials related to the equity transfer; The relevant contracts shall be submitted to the relevant examination and approval authorities for approval.
7. Determine the number (share ratio) and delivery date of equity transfer.
8. Determine the value of equity transfer
9. Set the payment method and time
10. Determine the commitment of taxes and other expenses incurred in the process of equity transfer.
1 1, determine the liability for breach of contract.
12, set the force majeure clause
13. Set other clauses related to contract termination, confidentiality, law application, dispute resolution, etc.