I. Equity transfer within shareholders
According to Article 72 1 of the Company Law, shareholders of a limited liability company can transfer all or part of their shares to each other, so the transfer of shares among shareholders is not subject to any restrictions in principle. However, the fourth paragraph of Article 72 of the Company Law stipulates that if there are other provisions on equity transfer in the articles of association, those provisions shall prevail. Therefore, when shareholders transfer their equity internally, they need to carefully study the special requirements of the company's articles of association for equity transfer. The specific operation steps are as follows:
1. Sign the equity transfer agreement;
2. The company shall cancel the capital contribution certificate of the original shareholders, issue the capital contribution certificate to the new shareholders, and modify the records of shareholders and their capital contribution in the articles of association and the register of shareholders accordingly;
3. Go to the industrial and commercial department for change registration.
2. Transfer to a third party other than shareholders.
Paragraph 2 of Article 72 of the Company Law stipulates that a shareholder's transfer of equity to a person other than a shareholder shall be approved by more than half of the 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. The procedure for shareholders to transfer shares to a third party other than shareholders is very complicated and harsh, so shareholders must follow the procedures prescribed by law when transferring shares to a third party other than shareholders. Similarly, if the articles of association have special provisions on the transfer of shareholders to a third party other than shareholders, it shall be handled in accordance with its provisions. Otherwise, it will face the lawsuit of invalid equity transfer and increase the unnecessary losses of shareholders. The specific operation steps are as follows:
1. Shareholders sign an equity transfer agreement with a third party other than shareholders;
2. Shareholders will notify other shareholders in writing of the equity transfer, and at this time, other shareholders have the right to agree or buy the transferred shares (preemptive right);
3. The company shall cancel the capital contribution certificate of the original shareholders, issue the capital contribution certificate to the new shareholders, and modify the records of shareholders and their capital contribution in the articles of association and the register of shareholders accordingly;
4. Go to the industrial and commercial department for change registration.
In addition, note: one of the husband and wife contributes in his own name to become a shareholder of a limited liability company, and the other is a shareholder of the company from time to time. When a husband and wife divorce, their share rights are divided.
(1) Both husband and wife agree to transfer part or all of their capital contribution to the shareholder's spouse. If more than half of the shareholders agree and other shareholders explicitly give up the preemptive right, the shareholder's spouse can become a shareholder of the company;
(2) After the husband and wife reach an agreement on the transfer share and transfer price of the capital contribution, if more than half of the shareholders do not agree to the transfer, but are willing to buy the capital contribution at the same price, the people's court may divide the property obtained from the transfer of the capital contribution. If more than half of the shareholders do not agree to the transfer and are unwilling to purchase the capital contribution at the same price, it is deemed that they agree to the transfer, and the spouse of the shareholder can become a shareholder of the company.
The evidence mentioned in the preceding paragraph to prove the consent of more than half of the shareholders may be a resolution of the shareholders' meeting or a written statement of the shareholders obtained by the parties through other legal channels.