Limited liability company, referred to as limited company, there is no difference between limited liability company and limited company, but different names of the same concept. A limited liability company is an enterprise organization form in which shareholders are liable to the company to the extent of their subscribed capital contribution, and the company is liable to the company's debts with all its property.
The similarities between a limited liability company and a joint stock limited company are as follows:
1. All shareholders shall bear limited liability for the company. No matter in a limited liability company or a joint stock limited company, shareholders bear limited liability to the company, and the scope of "limited liability" is limited to the capital contribution of the shareholder company;
2. Shareholders' property is separated from the company's property. After the shareholders put their property into the company, the property constitutes the company's property, and the shareholders no longer directly control and dominate this part of the property. At the same time, the company's property has nothing to do with other property that shareholders have not invested in the company. Even if the company is insolvent, shareholders will only be responsible for their investment in the company and will not bear other responsibilities;
3. Limited liability companies and joint stock limited companies are responsible for all assets of the company. In other words, the company only undertakes limited liability externally, and the scope of "limited liability" is all assets of the company. In addition, the company no longer undertakes other property liabilities.
legal ground
Company Law of the People's Republic of China
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.