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The share transfer process of a limited liability company includes:
1. Convene the shareholders' meeting of the company to study the feasibility of buying and selling shares, analyze whether the purpose of buying and selling shares is in line with the strategic development of the company, analyze the economic strength and operating ability of the acquirer, and operate in strict accordance with the procedures stipulated in the Company Law.
Second, hire a lawyer to conduct due diligence.
Three, the transferor and the transferee to conduct substantive consultations and negotiations.
Four, the transferor (state-owned, collective) enterprises to the higher authorities to apply for equity transfer, and approved by the higher authorities.
Verb (abbreviation of verb) to evaluate and verify capital (private limited companies can also determine equity transfer price through consultation).
Six, the transfer of equity belongs to state-owned enterprises or wholly state-owned limited companies, need to go to the State-owned Assets Office for project approval and confirmation, and then to the asset appraisal firm for evaluation. Other types of enterprises can go directly to the accounting firm to verify the changed capital.
Seven, the transferor held a general meeting of employees or shareholders. Enterprises with the nature of collective enterprises need to convene a staff meeting or a staff representative meeting, and form a resolution of the staff representative meeting according to the provisions of the Trade Union Law. In the case of a limited company, it is necessary to convene (part of) the shareholders' meeting and form a resolution of the shareholders' meeting, and adopt and form a written resolution of the shareholders' meeting in accordance with the procedures and voting methods stipulated in the articles of association.
VIII. changes in equity Company needs to convene a general meeting of shareholders and form a resolution.
Nine, the transferor and the transferee signed an equity transfer contract or equity transfer agreement.
Ten, by the property rights trading center to hear the contract and its attachments, and handle the delivery procedures (private limited companies do not need).
Eleven, to the relevant departments for change, registration and other procedures.
The procedures for share transfer of a limited liability company are as follows:
(1) According to Article 72 of China's Company Law, the equity of a limited liability company can only be transferred if it is approved by more than half of the shareholders. When the shareholders' meeting discusses the equity transfer. Shareholders who do not agree to the transfer shall purchase shares on the same terms. Do not agree to the transfer and purchase, as agreed to the transfer. When transferring shares between shareholders, it is not necessary to obtain the approval of the shareholders' meeting, but only to negotiate between shareholders and notify the company and other shareholders.
(2) Both parties to the transfer sign an equity transfer agreement. The agreement shall specify the amount, price, procedures, rights and obligations of both parties, so as to serve as an effective legal document binding the transfer behavior of both parties. The equity transfer contract shall comply with the general provisions of the contract law.
(3) Take back the original shareholder's capital contribution certificate, issue it to the new shareholder, handle the change registration of the company's shareholder list, cancel the original shareholder list, record the name of the new shareholder and the capital contribution transferred from the residential area in the shareholder list, and amend the company's articles of association accordingly. However, the capital contribution certificate, as the proof that the company has fulfilled its capital contribution obligations and enjoyed the equity, is only the proof that the shareholders are unfavorable to the company, and it is not enough to have the effect of publicity.
(4) Go through the newly revised articles of association, change registration of shareholders and their contributions to the administrative department for industry and commerce, and then complete the legal procedures for equity transfer of the limited liability company.