1. Application for company change registration signed by the legal representative (with the official seal of the company);
2. The company signs the explanation of the capital contribution of the company's shareholders (promoters) (with the official seal of the company);
3. Certificate of the designated representative or authorized agent signed by the company (stamped with the official seal of the company) and a copy of the ID card of the designated representative or authorized agent (signed by myself); The specific entrusted matters, the authority of the client and the entrustment period shall be indicated.
4. The limited liability company submits the resolution of the shareholders' meeting (signed by all shareholders, and signed by myself if the shareholder is a natural person; Shareholders other than natural persons build official seals); Where a limited liability company fails to convene a shareholders' meeting on the transfer of shares by shareholders or the resolution of the shareholders' meeting is not signed by all shareholders, it shall submit the written notice issued by the shareholder who transferred shares to other shareholders on the transfer of shares and the reply opinions of other shareholders. If other shareholders fail to reply, they shall submit the explanation of the shareholders who intend to transfer the shares.
5. Equity transfer agreement or equity delivery certificate (signed by both parties to the transfer, and signed by myself if the shareholder or promoter is a natural person; Shareholders or promoters other than natural persons affix their official seals);
6. The qualification certificate of the new shareholder or the identity certificate of the natural person; A copy of the business license submitted by the enterprise; Copy of the legal person registration certificate of the institution; An enterprise as a legal person shall submit a copy of its registration certificate; A copy of the certificate submitted by the private non-enterprise unit; Natural person submits a copy of ID card.
7. Amendment to the Articles of Association (signed by the legal representative of the company);
8. Where laws, administrative regulations and decisions of the State Council require approval for the change of shareholders, a copy of relevant approval documents or license certificate shall be submitted;
9. A copy of the company's business license. If the people's court decides to transfer the equity according to law, it shall submit the ruling of the people's court, and it is not necessary to submit the third and fourth materials. If the company changes its shareholders and involves other registered matters, it shall apply for registration of change at the same time and submit the corresponding materials in accordance with the corresponding submission specifications.
Materials to be prepared for the change of shareholders of the company:
1. As a company legal person, there is no right to "clean up" the shareholders, either internally or legally. However, if the shareholder is also an employee of the company, the employee may be subject to administrative treatment according to the company's regulations;
2. If shareholders want to withdraw their shares, they must obtain the consent of shareholders. You can buy each other's shares through negotiation, or shareholders can transfer their shares to others.
To sum up, if the company changes its shareholders and involves other registered matters, it shall apply for registration of change at the same time and submit the corresponding materials in accordance with the corresponding submission specifications.
Legal basis:
Article 32 of the Company Law of People's Republic of China (PRC)
A limited liability company shall keep a register of shareholders, which shall record the following items:
(1) the name and domicile of the shareholders;
(2) Capital contribution of shareholders.
(3) The serial number of the capital contribution certificate.
Shareholders recorded in the register of shareholders may exercise their rights according to the register of shareholders.
The company shall register the names of shareholders with the company registration authority; Where the registered items are changed, the registration of change shall be handled. Without registration or change of registration, it may not confront a third party.
Article 35
After the establishment of the company, shareholders may not withdraw their capital contribution.
Article 71
Shareholders of a limited liability company may transfer all or part of their shares 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.
Article 73
After the equity is transferred in accordance with the provisions of Articles 71 and 72 of this Law, the company shall cancel the capital contribution certificate of the original shareholder, issue the capital contribution certificate to the new shareholder, and change the records of shareholders and their capital contribution in the Articles of Association and the register of shareholders accordingly. There is no need to vote at the shareholders' meeting to amend the Articles of Association this time.
Article 74
In any of the following circumstances, the shareholders who voted against the resolution of the shareholders' meeting may request the company to purchase its equity at a reasonable price:
(a) the company has not distributed profits to shareholders for five consecutive years, but the company has made profits for five consecutive years and meets the conditions for distributing profits as stipulated in this Law;
(2) The merger, division or transfer of the company's main property;
(3) Upon the expiration of the business term stipulated in the Articles of Association or other reasons for dissolution stipulated in the Articles of Association, the shareholders' meeting will adopt a resolution to amend the Articles of Association to make the Company survive.
If the shareholders and the company fail to reach an equity purchase agreement within 60 days from the date of adoption of the resolution of the general meeting of shareholders, the shareholders may bring a lawsuit to the people's court within 90 days from the date of adoption of the resolution of the general meeting of shareholders.
Article 75
After the death of a natural person shareholder, his legal successor can inherit the shareholder qualification; However, unless otherwise stipulated in the articles of association.