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 buy the transferred equity, and if they do not buy, they shall be deemed to agree to the 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.
1. What rights does the shareholder's equity transfer include?
After the equity transfer, all the rights and obligations of shareholders to the company based on their shareholder status are transferred to the transferee at the same time, so the transferee becomes a shareholder of the company and obtains shareholder rights. Therefore, the rights contained in equity transfer are the contents of shareholders' rights.
1, which proves the right to issue shares or other equity.
2. Share transfer right
3. Claim for dividend distribution
4. The right to request an interim general meeting of shareholders or the right to convene it by itself.
5. Attend the general meeting of shareholders and exercise voting rights.
6. The right to supervise and inspect the company's finances.
7. The right to consult the articles of association and the minutes of the shareholders' meeting.
8. Shareholders' preemptive right
9, the company's remaining property distribution rights
10, the shareholders' right to remedy damages.
1 1. Right to apply for company reorganization
12, suggestions on the company's operation and inquiry rights, etc.
Article 72 of the Company Law stipulates the transfer of equity. In fact, the transfer of equity can also be transferred to others other than shareholders, but the transfer of equity must be approved by more than half of the shareholders. However, if the shareholder fails to reply within 30 days after receiving the notice of equity transfer, it shall be deemed as agreeing to the transfer.
Second, who will bear the debt after the equity transfer?
Equity transfer is a common way for shareholders to exercise their equity. China's Company Law stipulates that shareholders have the right to transfer all or part of their capital contribution in a legal way.
The debts of the company have nothing to do with the individual shareholders, but should be borne by the company with the company's property, and all shareholders should bear limited liability only to the extent of their capital contribution.
If the recourse of the actual obligee occurs within the time limit stipulated in the equity transfer agreement, the liabilities or risks shall be borne by the target company first, and the risk burden of the resulting share transfer shall be stipulated in the share transfer agreement. Therefore, the issue of debt commitment should be included in the risk burden clause to be agreed.
If the transferor intentionally conceals the real situation and fails to disclose the existing liabilities or potential liabilities to the transferee in a true, comprehensive and timely manner, it violates the obligation of information disclosure and the obligation of the transferor to represent and guarantee the company's debts. When debt recourse occurs, it will seriously affect the interests and expected income of the transferee's share transfer contract. The transferee of equity can go to court to demand compensation from the original shareholders.
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.
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.