I. The process of changing shareholders of the company
Step 1: The applicant submits an application to the window of the Industrial and Commercial Bureau of the Municipal Affairs Service Center with relevant materials. After the acceptance personnel pass the preliminary examination, they will issue an acceptance notice or a receipt of the application materials; Do not meet the acceptance conditions, on the spot or within 5 working days to inform the applicant of all the materials that need to be supplemented (issue a notice).
Step 2: If the applicant's application materials are complete and conform to the statutory form, the industrial and commercial bureau will make a decision on whether to approve the registration on the spot and issue a notice of registration decision; If it is necessary to verify the substantive contents of the application materials, it shall issue a Notice on Matters Needing Verification of Enterprise Registration Materials, and the Administration for Industry and Commerce must make a decision on approval or disapproval within 10 working days.
Step 3: After 5 working days (except the substantial contents of the application materials need to be verified), the applicant will present the Notice of Registration Decision to the issuing window to renew the Notice of Permission to Change Registration.
After the applicant for shareholder change submitted the required information and completed the procedures required for shareholder change, the shareholder qualification of our company changed. The new shareholders will exercise their rights and perform their obligations instead of the original shareholders.
Two. Materials that the company needs to prepare to change its shareholders.
1. Application for company change registration signed by the legal representative (with the official seal of the company);
2. The company signs the explanation of the capital contribution of the company's shareholders (promoters) (with the official seal of the company);
3. Certificate of the designated representative or authorized agent signed by the company (stamped with the official seal of the company) and a copy of the ID card of the designated representative or authorized agent (signed by myself); The specific entrusted matters, the authority of the client and the entrustment period shall be indicated.
4. The limited liability company submits the resolution of the shareholders' meeting (signed by all shareholders, and signed by myself if the shareholder is a natural person; Shareholders other than natural persons build official seals); Where a limited liability company fails to convene a shareholders' meeting on the transfer of shares by shareholders or the resolution of the shareholders' meeting is not signed by all shareholders, it shall submit the written notice issued by the shareholder who transferred shares to other shareholders on the transfer of shares and the reply opinions of other shareholders. If other shareholders fail to reply, they shall submit the explanation of the shareholders who intend to transfer the shares.
5. Equity transfer agreement or equity delivery certificate (signed by both parties to the transfer, and signed by myself if the shareholder or promoter is a natural person; Shareholders or promoters other than natural persons affix their official seals);
6. The qualification certificate of the new shareholder or the identity certificate of the natural person; A copy of the business license submitted by the enterprise; Copy of the legal person registration certificate of the institution; An enterprise as a legal person shall submit a copy of its registration certificate; A copy of the certificate submitted by the private non-enterprise unit; Natural person submits a copy of ID card.
7. Amendment to the Articles of Association (signed by the legal representative of the company);
8. Where laws, administrative regulations and decisions of the State Council require approval for the change of shareholders, a copy of relevant approval documents or license certificate shall be submitted;
9. A copy of the company's business license. If the people's court decides to transfer the equity according to law, it shall submit the ruling of the people's court, and it is not necessary to submit the third and fourth materials. If the company changes its shareholders and involves other registered matters, it shall apply for registration of change at the same time and submit the corresponding materials in accordance with the corresponding submission specifications. Note: Companies established in accordance with the Company Law and the Regulations on the Administration of Company Registration apply for registration of change of shareholders.
If the above items do not indicate the copy to be submitted, the original shall be submitted. If a copy is submitted, it shall be marked "consistent with the original" and stamped with the official seal of the company.
It seems that it is not easy for the company to change its shareholders, and it is necessary to provide corresponding procedures to the local administrative department for industry and commerce. After verification by the industrial and commercial department, the company can change its new shareholders, and many legal procedures need to be improved.