1. The transfer of state-owned shares must be evaluated and priced. For non-state-owned shares, the transfer price shall be determined by both parties to the transaction through consultation; For the transfer of state-owned shares, on the basis of asset verification and audit, the transferor shall entrust an asset appraisal institution with corresponding qualifications to conduct asset appraisal in accordance with relevant state regulations. When the transaction price is lower than 90% of the evaluation result, the transaction is suspended;
2. If the company's net assets are negative, 1 yuan is ok to transfer equity; If the company's net assets are positive, the reasonable transaction price should be the equity value converted from the net assets, and both parties can also transfer the equity at 1 yuan through consultation;
3. No matter what price the equity is transferred, it must comply with the transfer procedures stipulated in the Company Law and the Articles of Association. No matter at what price, you must pay taxes according to law; Matters needing attention in equity transfer:
(1) Shareholders of a limited liability company may transfer all or part of their shares to each other;
(2) Shareholders' transfer of equity to persons other than shareholders shall be approved by more than half of the remaining shareholders. Shareholders shall notify other shareholders in writing of the shares agreed to be transferred. If the remaining 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.
Legal basis: Article 13 of the Interim Measures for the Administration of the Transfer of State-owned Property Rights of Enterprises.
On the basis of asset verification and audit, the transferor shall, in accordance with the relevant provisions of the state, entrust an asset appraisal institution with corresponding qualifications to conduct asset appraisal. After approval or filing, the evaluation report will be used as a reference for determining the transfer price of state-owned property rights of enterprises.
In the process of property right transaction, when the transaction price is lower than 90% of the evaluation result, the transaction should be suspended and the transaction can be continued only with the consent of the relevant property right transfer examination and approval authority.
Article 71 of the Company Law of People's Republic of China (PRC)
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.