I. Shareholders' Withdrawal Decision and Agreement Signing
Before deciding to withdraw shares, shareholders should fully communicate and negotiate with other shareholders to ensure that the decision to withdraw shares complies with the Articles of Association and relevant laws and regulations. If there are differences between shareholders, they can entrust a shareholders' meeting or a lawyer to mediate to ensure the legality and effectiveness of the decision to withdraw shares.
After the withdrawal agreement is reached, the shareholders need to sign a withdrawal agreement with the company to clarify the specific conditions, payment method and time, equity transfer and other related matters. The withdrawal agreement shall be signed by the legal representative of the company and the withdrawing shareholder * *, and stamped with the official seal of the company.
Two. Application for industrial and commercial change registration
After the withdrawal agreement is signed, the company shall submit an application for industrial and commercial change registration to the local administrative department for industry and commerce. The application materials usually include: application for company change registration, amendments to the articles of association, resolutions of shareholders' meeting, withdrawal agreement, list of new shareholders and shareholding ratio, etc.
Before submitting the application, the company should carefully check the application materials to ensure that the contents are true, accurate and complete. If necessary, you can ask a professional lawyer or agency for help to ensure the smooth progress of the application process.
Three. Approve and obtain new licenses
The administrative department for industry and commerce shall review the company's application for change registration after receiving it. The contents of the review include the completeness, legality and compliance with relevant regulations of the application materials. If it is approved, the administrative department for industry and commerce will issue a new business license and update the company information on the enterprise credit information publicity system.
After obtaining a new license, the company should update its internal documents and seals in time to ensure the normal operation of the company. At the same time, the company should also inform relevant partners and financial institutions so that they can update the company information.
To sum up:
The industrial and commercial change process of shareholder withdrawal includes shareholder withdrawal decision and agreement signing, application for industrial and commercial change registration, approval and obtaining a new license. In the whole process, the company should ensure the legality and standardization of all operations to protect the rights and interests of the company and other shareholders.
Legal basis:
Company Law of the People's Republic of China
Article 7 1 stipulates that:
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.
Regulations of the People's Republic of China on the Administration of Company Registration
Article 34 provides that:
Where a limited liability company changes its shareholders, it shall apply for registration of change within 30 days from the date of change, and submit the qualification certificate of the new shareholder or the identity certificate of a natural person.