Company equity transfer agreement template 1
Transferor:
Domicile:
Assignee:
Domicile:
This agreement is signed by Party A and Party B at the company address (company office) on.
Based on the principles of voluntariness, equality, fairness, honesty and credibility, Party A and Party B have reached the following agreement through consultation:
Article 1 equity transfer price and payment method
1. Party A agrees to transfer RMB * * million (subscribed RMB, paid-in RMB and unpaid RMB) holding% equity of the limited company to Party B, and Party B agrees to purchase the equity at this price and amount, of which the unpaid RMB shall be borne by Party B. ..
2. Party B agrees to pay the transfer fee of RMB10,000.00 Yuan to Party A in cash within days from the date of signing this Agreement.
Article 2 guarantee
1. Party A guarantees that the shares transferred to Party B are the real contribution made by Party A in the limited company and the shares legally owned by Party A, and Party A has the complete right to dispose of them. Party A guarantees that the transferred equity is not mortgaged, pledged or guaranteed, and is not subject to any third party's recourse. Otherwise, Party A shall bear all responsibilities arising therefrom.
2. After Party A transfers its equity, its original rights and obligations in the limited company shall be enjoyed and borne by Party B along with the equity transfer.
3. Party B acknowledges the Articles of Association of the Limited Company and promises to fulfill the rights, obligations and responsibilities of shareholders in accordance with the Articles of Association.
Article 3 Profit and loss sharing
After the company goes through the registration of change according to law, Party B will become a shareholder of the limited company and share the profits and losses of the company according to the articles of association.
Article 4 Cost burden of equity transfer
All expenses (including handling fees, taxes, etc.). ) shall be borne by both parties in their respective agreed ways.
Article 5 Modification and rescission of the Agreement
In any of the following circumstances, this agreement may be modified or dissolved, but both parties must sign a written modification or dissolution agreement.
1. This Agreement cannot be performed due to force majeure or external reasons that cannot be prevented without the fault of one party;
2. One party loses the actual performance ability;
3. One or both parties breach the contract, which seriously affects the economic interests of the observant party and makes the performance of this Agreement unnecessary;
4. Due to the change of circumstances, both parties agree to change or terminate this Agreement through negotiation.
Article 6 Settlement of disputes
1. Disputes related to the validity, performance, breach and dissolution of this Agreement shall be settled through friendly negotiation.
If negotiation fails, either party may apply for arbitration or bring a lawsuit to the people's court.
Article 7 Conditions and date of entry into force of the agreement
This agreement shall come into force after being signed by both parties to the transfer.
Article 8 The original of this Agreement is in quadruplicate, one for each party, one for the administrative department for industry and commerce, and one for the record of the limited company, all of which have the same legal effect.
Party A (signature or seal): Party B (signature or seal):
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Company equity transfer agreement template 2
Transferor: ID number: (hereinafter referred to as "Party A")
Transferee: ID number: (hereinafter referred to as "Party B")
According to the relevant provisions of the Company Law and the Contract Law, Party A and Party B have reached the following agreement on equity transfer of the Company through voluntary and equal consultation:
Chapter I Equity Transfer
Article 1 The Company (hereinafter referred to as "the Company") is a company registered and validly existing in accordance with the laws of People's Republic of China (PRC), with a registered capital of RMB 1 10,000 yuan, and the capital contribution subscribed by Party A accounts for% of the registered capital of the company. It has been verified by the No.1 capital verification report that all the capital contributions subscribed by Party A have been put in place.
Article 2 Party A agrees to transfer% equity of the company it holds to Party B, and Party B agrees to accept the above equity.
After accepting the above equity, Party B shall enjoy the corresponding shareholder rights and assume the corresponding obligations according to law.
Chapter II Transfer Price and Its Payment
Article 3 equity transfer price under this Agreement is RMB yuan, in words: RMB yuan only.
Article 4 From the date of signing this Agreement, Party B shall pay the initial equity transfer price of RMB to Party A; Party B shall pay the remaining price of RMB within days from the date when Party A submits the resolution of the shareholders' meeting of the company agreeing to this equity transfer to Party B..
Chapter III Registration of Industrial and Commercial Change
Article 5 Within days from the date when Party B pays the first transfer price, Party A shall submit to Party B the resolution of the shareholders' meeting of the company agreeing to this equity transfer, and be responsible for preparing other documents and materials required for the registration of industrial and commercial equity change.
Article 6 Within days from the date when Party B pays the equity transfer price in full as agreed in this Agreement, Party A and Party B shall * * * go to the company registration authority (or designate a special person) to handle the industrial and commercial change registration procedures for equity transfer.
Chapter IV Commitments and Guarantees
Article 7 Party A promises to have the complete right to dispose of the transferred equity, and there is no mortgage, pledge or guarantee for the transferred equity, and there is no seizure or other obstacles to the transfer, and it is not subject to any third party's recourse.
Article 8 Party B recognizes the rationality of equity transfer price and promises to pay equity transfer price in full as agreed.
Chapter V Liability for Breach of Contract
Article 9 If Party A refuses to register for industrial and commercial change or commits other acts in violation of this Agreement, Party B has the right to terminate this Agreement and demand Party A to compensate for economic losses.
Article 10 If Party B fails to pay any equity transfer price, it shall pay 0. 10% of the overdue amount to Party A for every 65,438+0 days; If the overdue period exceeds days, Party A has the right to terminate this Agreement and demand Party B to pay RMB as liquidated damages.
Chapter VI Settlement of Disputes
Article 11 All disputes arising from or related to the performance of this Agreement shall be settled by both parties through friendly negotiation. If negotiation fails, either party may apply to Jinan Arbitration Commission for arbitration. Arbitration is final and binding on all parties.
Chapter VII Entry into Force of the Agreement and Others
Article 12 For matters not covered in this Agreement, both parties may sign a supplementary agreement through negotiation, and the supplementary agreement has the same legal effect as this Agreement.
Article 13 This Agreement shall come into force as of the date of signature and seal by both parties.
Article 14 The original of this agreement is in duplicate, each party holds one copy, and the rest are submitted to the industrial and commercial registration department of the company for the record.
Article 15 This Agreement was signed on _ _ _ _ _ _ _ _ _ _ _ 20.
Party A: (Signature) Party B:
Company equity transfer agreement template 3
Transferor: _ _ _ _ _ (hereinafter referred to as Party A)
(domicile, legal representative, telephone number, fax number and postal code)
Transferee: _ _ _ _ _ (hereinafter referred to as Party B)
(domicile, legal representative, telephone number, fax number and postal code)
1. On the date of signing this contract, the registered capital of _ _ _ _ company (hereinafter referred to as "the target company" or "the company") is RMB10,000.00 Yuan, and the company effectively exists according to law.
2. Party A holds% equity of the target company (hereinafter referred to as "equity") and is the legal shareholder of the company.
3. After negotiation, Party A and Party B decide that Party A will transfer its% equity to Party B, and accordingly, both parties reach the following terms.
I. Interpretation
Unless otherwise specified in the contract, the following words have the following meanings in this contract and its annexes:
1, "transfer" or "transferred" refers to the transfer of Party A's equity in the target company by both parties as mentioned in Article 2 of this contract;
2. "Transfer of equity" refers to% of the shares of the target company transferred by Party A to Party B and the shareholders' rights and interests enjoyed according to the shares;
3. "Transaction date of transfer" refers to the date when both parties record the transfer-related matters in the register of shareholders and complete the industrial and commercial registration formalities, or the date when the transfer formalities and corresponding industrial and commercial registration are completed in the share custody institution according to the provisions of Article 3, paragraph 1 of this contract.
Second, the equity transfer
1. According to this contract, Party A transfers% of its shares in the target company and its corresponding shareholders' rights and interests to Party B;
2. Party B agrees to accept the above-mentioned transferred shares. After the transfer is completed, Party B shall enjoy the corresponding shareholders' rights and bear the corresponding obligations according to the transferred shares.
Third, equity delivery.
1. After the signing of this contract, Party A and Party B shall require the target company to register Party B's name, domicile and transferred capital contribution in the register of shareholders and complete the industrial and commercial registration procedures. Party A shall issue a written certificate to Party B that the transfer has been recorded in the register of shareholders and the industrial and commercial registration formalities have been completed. If the shares of the target company have been centralized custody, both parties shall complete the transfer procedures and corresponding industrial and commercial registration procedures in the share custody institution.
2. If the transaction procedures specified in the preceding paragraph cannot be completed within _ _ days from the date of signing this contract, Party B has the right to terminate this contract and refuse to pay the transfer price. If Party B has paid the corresponding amount, Party A shall return the amount paid by Party B to Party B. ..
Four. Price and payment method
1. Party A and Party B agree that the price for Party A to transfer% shares of the target company is RMB _ _ _.
2. Payment method:
(1) Party B shall pay RMB _ _ _ ten thousand Yuan to Party A within _ _ days from the date when Party A issues the legal and valid certificate that it holds% shares of the target company;
(2) Party B shall pay RMB _ _ ten thousand Yuan to Party A on the transfer transaction day.
Verb (abbreviation for verb) declaration, promise and promise
Party A hereby makes the following statements, warranties and commitments to Party B:
1. Party A has legally become a shareholder of the target company, fully legally owns _% of the shares of the company under this contract, and has relevant valid legal documents;
2. Party A promises not to provide any form of guarantee for its own debts or third parties with the transferred shares;
3. Party A's performance of this contract will not lead to any unilateral commitments and guarantees that it has signed with others that violate this contract;
4. Party A has obtained all approvals, authorizations or permits required for signing and performing this contract;
5. Party A confirms that Party B agrees to sign this contract with Party A on the premise of the above statements, guarantees and commitments of Party A;
6. The above statements, warranties and commitments will be continuous, comprehensive and effective after the signing of this contract.
Transitive clause of intransitive verbs
1. In order to complete the equity transfer agreed in this contract as soon as possible, both parties shall jointly set up a working group to be responsible for this equity transfer, obtain the approval of the competent department and the consent of relevant personnel (departments) as soon as possible, and go through the relevant procedures for equity transfer.
2. During the transition period, the transferor shall properly manage the target company, maintain the stability of the production and operation, assets and personnel of the target company, safeguard the interests of the company to the maximum extent, and perform the obligations agreed in this contract in good faith.
3. During the transition period, the transferee has the right to further investigate the target company and to stop the transferor from harming the interests of the target company. The transferee shall perform the obligations stipulated in this contract in good faith.
Seven. Privacy Policy
Party A and Party B shall do their utmost to keep confidential any form of business documents, materials and secrets about the other party obtained from the performance of this contract, including the contents of this contract and other possible cooperation matters.
Eight. force majeure
Any party's partial or total failure to perform its obligations under this contract due to force majeure will not be regarded as a breach of contract, but all reasonable and feasible compensation measures shall be taken to reduce the losses caused by force majeure when conditions permit.
Nine. responsibility for breach of contract
1, deposit penalty:
2. The scope of compensation for breach of contract and the calculation method of compensation for breach of contract,
X. Dispute mediation
All disputes arising from or related to the performance of this contract shall be settled by both parties through friendly negotiation. If negotiation fails, you should choose the following first solution:
1. Submit to the Arbitration Commission for arbitration. The arbitral award is final and binding on both parties;
2. Bring a lawsuit to the people's court of _ _ _ according to law.
XI。 others
1. This contract shall be binding on both parties from the effective date, and the rights and obligations under this contract shall not be changed without the written consent of both parties;
2. Some clauses or contents under this contract are deemed invalid or invalid, which does not affect the validity of other clauses;
3. The headings in this contract are for reading convenience only and are not binding on both parties when interpreting this contract;
4. This contract shall come into effect after being signed and sealed by the legal representatives or authorized representatives of both parties;
5. This contract is made in quadruplicate, with Party A and Party B holding two copies respectively, with the same legal effect;
6. This contract was signed on _ _ _ _ _.
Party A: (Seal) Representative: (Signature)
Party B: (Seal) Representative: (Signature)
Company equity transfer agreement template 4
Transferor: (hereinafter referred to as Party A)
Domicile:
ID number:
Contact information:
Transferee: (hereinafter referred to as Party B)
Domicile:
ID number:
Contact information:
Whereas, Limited Company (hereinafter referred to as "the Company") is a limited liability company established with the approval of the Market Supervision Administration according to law, with a registered capital of RMB10,000.00 Yuan; Party A is a shareholder of the Company, with a capital contribution of RMB _ million, accounting for _% of the shares (hereinafter referred to as "equity"); Party B voluntarily accepts all the shares of Party A in the company. In order to safeguard the legitimate rights and interests of Party A and Party B and ensure the correct and smooth implementation of the equity transfer, according to the relevant laws and regulations of People's Republic of China (PRC) and the Articles of Association, both parties have reached the following agreement on the basis of equality, voluntariness and consensus, for mutual compliance:
Article 1: Subject matter of equity transfer and transfer price
Party A agrees to transfer all its shares in the tendering company to Party B. Party B promises to transfer the shares in cash. Through negotiation by both parties, the equity price is RMB _ _ _ _ _ _ _ _.
Article 2: Time limit for payment of equity transfer funds
Party B shall, within days from the date of signing this Agreement, that is, before _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
Article 3: Time limit for equity delivery
Both parties confirm that the delivery period is _ _ _ _ days from the date of signing this agreement. During the equity delivery period, both parties shall handle the equity transfer procedures and industrial and commercial change registration in accordance with this Agreement and relevant laws, regulations and articles of association.
Article 4: Rights and obligations of both parties
1. Party A shall fully cooperate with Party B and the company in handling the industrial and commercial change registration of equity transfer, and assist Party B and the company in providing all the materials required for handling the industrial and commercial change registration procedures.
2. After Party A transfers its equity, its original rights and obligations in the company shall be enjoyed and assumed by Party B after the equity transfer.
3. Party B shall pay the equity transfer price to Party A within the agreed time limit.
4. After this agreement comes into effect, Party B shall share the company's profits and corresponding risks and losses in proportion to its shareholding.
5. Party B recognizes the Articles of Association and performs its obligations and responsibilities in accordance with the Articles of Association.
Article 5: Commitments and guarantees of both parties.
Party A's promises and guarantees
1. Party A guarantees that the equity transferred to Party B is legally owned by Party A and has a complete and effective disposal right. Party A guarantees that there is no pledge or other security interest in the transferred equity, and it is not subject to any third party's recourse. Otherwise, Party A shall bear all responsibilities, creditor's rights and debts arising therefrom.
2. Party A guarantees that there is no judgment or ruling restricting the transfer of the transferred equity, otherwise all debts, creditor's rights and debts arising therefrom shall be borne by Party A. ..
3. All information and documents provided by Party A to Party B and all statements and guarantees made by Party A are completely true, complete and accurate, without any false elements; Otherwise, all responsibilities, claims and debts arising therefrom shall be borne by Party A. ..
4. Party A promises to seriously perform other obligations stipulated in this contract.
Party B's promises and guarantees
1. Party B guarantees to perform other obligations stipulated in this contract that should be performed by Party B. ..
2. Party B guarantees to provide Party A and relevant institutions with complete, accurate and timely certification materials such as its subject qualification and business scope, so as to verify the qualification conditions of the company's equity transfer.
Article 6: Liability for breach of contract
1. If this contract cannot be performed due to one party's breach of contract, it shall pay a penalty of 30% of the total equity transfer amount to the observant party.
2. If Party A fails to truthfully inform Party B of the debts owed by the company before the equity transfer when signing this agreement, and Party B suffers losses after becoming a shareholder of the company, Party B has the right to recover from Party A. ..
3. If Party A fails to perform its obligations under this Agreement and fails to actively assist Party B in handling the industrial and commercial change registration procedures, it shall pay Party B a penalty of 30% of the total price of equity transfer.
Article 7: Ways to settle disputes
Any dispute arising from or related to this agreement shall be settled by both parties through consultation. If negotiation fails, both parties agree to submit it to the people's court with jurisdiction where the company is located for adjudication according to law.
Article 8: Entry into force of the Agreement
1. This contract shall come into effect as of the date when it is signed and sealed by both parties and passed by the shareholders' meeting of the Limited Company.
Article 9: Other agreed matters
1. All taxes and fees involved in the equity transfer of this contract shall be borne by both parties in accordance with relevant laws.
2. This Agreement is made in quadruplicate, one for each party, one for the company to keep and one for the relevant procedures.
3. For other matters not covered, both parties may sign a supplementary agreement separately to supplement the relevant provisions of this agreement, and the supplementary agreement has the same legal effect as this agreement.
(There is no text below, which is the signature page of the equity transfer agreement)
The following is the signature page of this equity transfer agreement, with no text.
Signature and seal of Party A:
Date of Signing: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Signature and seal of Party B:
Date of Signing: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Company seal:
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Company equity transfer agreement template 5
Transferor (Party A)
Transferee (Party B)
Through friendly negotiation, Party A and Party B have reached the following agreement on matters related to Party A's transfer of its shareholding in a limited liability company to Party B:
1. The transferee agrees to accept 100% equity transferred by the transferor (Party A) to the transferee (Party B) limited liability company.
2. Before the signing of this agreement, Party A shall handle or provide documents such as the resolution of the shareholders of the original company agreeing to this equity transfer.
3. equity transfer price, payment method and payment term: equal transfer.
4. After this agreement comes into effect, Party B can obtain the shareholder qualification by transferring its equity according to this agreement.
5. After Party B enters into force according to the agreement, it shall go through the relevant alteration registration procedures of the company's shareholders, shares and articles of association according to law, and Party A shall actively assist or cooperate, and the expenses required for alteration registration shall be borne by Party B. ..
6. After the transferee accepts the above-mentioned equity, the new shareholders' meeting will revise and improve the articles of association, agreements and other relevant documents concluded when the original company was established, and go through the formalities of change registration.
7. The creditor's rights and debts of the company before and after the equity transfer shall be borne by the company according to law. If the retrospective shareholders are liable for compensation or joint liability according to law, the new shareholders shall bear corresponding responsibilities. The personal creditor's rights and debts of the transferor are still enjoyed or borne by it.
8. After the equity transfer, the transferee shall enjoy the shareholders' rights and interests and assume the shareholders' obligations according to the proportion of its equity in the company; The transferor's shareholder status and shareholders' rights and interests are lost.
9. Liability for breach of contract: Any violation of the above clauses is regarded as breach of contract, and one party shall bear all losses caused by the breach.
10. Modification or dissolution of this agreement: If one party violates this agreement, this agreement will be automatically dissolved.
1 1. Dispute settlement agreement: both parties shall negotiate or go to the local arbitration commission for settlement.
12. The original of this agreement is in triplicate, one for each party and one for the record and registration by the industrial and commercial authorities.
13. This agreement shall come into force as of the date of signature by both parties.
Signature of transferor:
Signature of transferee:
Date, year and month
Company equity transfer agreement template 6
Transferor: (Party A) Address: Transferee: (Party B) Address: As Party A legally owns% of the shares of the company (hereinafter referred to as the company), Party A intends to transfer all its shares in the company, and Party A's request to transfer its shares has been approved by the company's general meeting of shareholders. Whereas Party B agrees to accept% equity of Party A in the company. Whereas, the shareholders' meeting of the company also agreed that Party B would accept% equity of Party A in the company. Based on the principle of equality, mutual benefit and consensus, Party A and Party B have reached the following agreement on equity transfer through friendly negotiation:
I. Equity transfer
1. Party A agrees to transfer part of its equity in the target company, that is, the registered capital of the target company, to Party B, and Party B agrees to accept the transfer.
2. Party A agrees to sell, and Party B agrees to buy the equity, including all carried interest and rights under the equity. The above equity has not set any lien, mortgage and other third-party rights or claims.
Second, the equity transfer price and the payment method of the price
1. Party A agrees to transfer% of its equity in the company to Party B in RMB according to the conditions stipulated in this contract, and Party B agrees to accept the equity at this price.
2. Party B agrees to pay the contract price to Party A in the following ways:
(1) Party B agrees to pay RMB to Party A on the date when both parties sign this contract;
(2) After Party A and Party B complete the industrial and commercial change registration, Party B shall pay the remaining price of RMB to Party A. ..
Three. Party A guarantees that
1. Party A is the sole owner of the equity transferred in this agreement;
2. As a shareholder of the company, Party A has fully fulfilled its obligation to contribute to the registered capital of the company;
3. Ensure that the documents mentioned in the activities related to this equity transfer are complete, authentic and legal;
4. Ensure the integrity of the transferred equity, and there is no guarantee, mortgage or other third-party rights;
5. Ensure that its subject qualification is legal and it has the right and ability to transfer equity;
6. Ensure that any litigation or arbitration arising from facts before the equity delivery date shall be borne by the transferor.
Four. Statement by Party B
1. Party B shall be liable to the joint venture company to the extent of its capital contribution;
2. Party B acknowledges and implements the revised Articles of Association;
3. Party B guarantees to pay the price in the way specified in Article 2 of this contract.
Verb (abbreviation of verb) related expenses bear related expenses (such as notarization, evaluation or audit, industrial and commercial change registration, etc. The expenses incurred in the process of this equity transfer shall be borne by.
Liability for breach of contract of intransitive verbs
1. Once this agreement comes into effect, both parties must consciously perform it. If either party fails to fully perform its obligations in accordance with the provisions of this agreement, it shall bear the responsibilities in accordance with the law and the provisions of this agreement.
2. If Party B fails to pay the equity transfer payment on schedule, it shall pay 0. 10% of the overdue transfer payment to Party A as penalty for each day overdue. If losses are caused to Party A due to Party B's breach of contract, and the liquidated damages paid by Party B are lower than the actual losses, Party B must pay extra compensation.
3. If Party B fails to go through the change registration as scheduled due to Party A's reasons, or seriously affects Party B's purpose of concluding this Agreement, Party A shall pay Party B a penalty of 0. 10% of the transfer fee paid by Party B. If Party A's breach of contract causes losses to Party B, and the penalty paid by Party A is lower than the actual loss, Party A must make additional compensation.
Seven. In case of any of the following circumstances, this Agreement may be modified or dissolved, but both parties shall sign a modification or dissolution agreement:
1. This Agreement cannot be performed due to force majeure or external reasons that cannot be prevented without the fault of one party;
2. One party loses the actual performance ability;
3. Due to one party's breach of contract, the economic interests of the other party are seriously affected, making the performance of the contract unnecessary;
4. Due to changes in circumstances, both parties agree through consultation;
5. Other changes or rescission agreed in this contract.
Eight. Dispute Settlement Any dispute arising from or related to this Agreement shall be settled by both parties through friendly negotiation; If negotiation fails, it shall be submitted to the Arbitration Commission for arbitration; Bring a lawsuit to a people's court with jurisdiction.
Nine. Other copies of this agreement shall be held by Party A and Party B, the company and the notary office, and the rest shall be submitted to the relevant departments. Party A confirms and signs: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
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