1. Subject, the identity information and contact information of the transferor and the transferee need to be clarified;
2, the transfer target, that is, indicate in the contract which company's equity is transferred, and what is the specific share transferred;
3. The unit price per share and the total equity transfer fee of the transferred equity;
4. Delivery date of share transfer;
5. Payment method of equity transfer funds;
6. Obligations of the transferor;
7. Obligations of the transferee;
8. Effective date of the agreement;
9. Representations and warranties of the transferor;
10, termination clause of equity transfer agreement;
1 1, confidentiality clause;
12, dispute settlement;
13, liability for breach of contract;
14, supplementary provisions. For the sake of prudence, it is suggested to entrust a professional lawyer to conduct full due diligence, and it is more secure for the lawyer to draft the equity transfer agreement after full communication with the lawyer.
First of all, the company transfer agreement should pay attention to the following important terms:
First, state the basic information of Party A and Party B, including their names and addresses.
Second, the two sides reached the following agreement through friendly consultation and based on the principle of fairness.
III. Clear content: Since a certain company is transferred to a certain company, the previous debts have nothing to do with Party B. During the permitted transfer period, Party A shall cooperate with Party B to complete the change for two months (which can be appropriately adjusted according to the change content). During the change, Party B shall not use Party A's materials for illegal activities without authorization, otherwise all consequences shall be borne by Party B. After the change, both parties shall check the materials and hand over the materials, and pay the predetermined price to Party A at one time for the change.
Fourth, this agreement will come into effect after being signed and confirmed by both parties. Secondly, the transfer agreement shall be accompanied by the following documents:
1. Original business license.
2. Original tax registration certificate
3. Original organization code certificate and IC card.
4. Original agreement on transfer of bank account opening license and business license
5. Capital verification report. House lease agreement.
6. Articles of Association.
7. Official seal, financial seal, contract seal and special seal for invoices. Name stamp.
8. Invoice receipt book and check receipt book, unused checks and invoices.
First of all, the company transfer agreement should pay attention to the following important terms:
First, state the basic information of Party A and Party B, including their names and addresses.
Second, the two sides reached the following agreement through friendly consultation and based on the principle of fairness.
III. Clear content: Since a certain company is transferred to a certain company, the previous debts have nothing to do with Party B. During the permitted transfer period, Party A shall cooperate with Party B to complete the change for two months (which can be appropriately adjusted according to the change content). During the change, Party B shall not use Party A's materials for illegal activities without authorization, otherwise all consequences shall be borne by Party B. After the change, both parties shall check the materials and hand over the materials, and pay the predetermined price to Party A at one time for the change.
Fourth, this agreement will come into effect after being signed and confirmed by both parties.
Secondly, the transfer agreement shall be accompanied by the following documents:
1. Original business license.
2. Original tax registration certificate
3. Original organization code certificate and IC card.
4. Original agreement on transfer of bank account opening license and business license
5. Capital verification report. House lease agreement.
6. Articles of Association.
7. Official seal, financial seal, contract seal and special seal for invoices. Name stamp 8. Invoice collection book and check collection book, unused checks and invoices.
Legal basis: Article 71 of the Civil Code 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.