Transferor (hereinafter referred to as Party A): limited liability company.
Domicile:
Legal Representative (hereinafter referred to as Party A):
Shareholders of the Transferor (hereinafter referred to as Party A):
1, name:, gender:, ID number:, address:.
Transferee (hereinafter referred to as Party B): ID number: Address:.
Since Party A wants to transfer all the shares of the limited liability company (hereinafter referred to as the company) invested and operated by Party A to Party B, Party A and Party B sign this equity transfer agreement on the basis of equality, voluntariness and fairness in accordance with the Contract Law of People's Republic of China (PRC), the Company Law of People's Republic of China (PRC) and other relevant laws and regulations.
1. Transfer content.
1. The Company was originally a limited liability company established by capital contributions made jointly by Party A and shareholders of * * * *. The legal representative is: the registered capital is RMB 1 ten thousand yuan.
2. Party A changes and hands over the name, legal representative, authority, business license, articles of association and other relevant documents, materials and certificates of the limited company to Party B, and Party B shall legally enjoy 65,438+000% equity of the limited liability company, corresponding shareholder rights and company ownership and management rights after the signing of this contract.
2. Transfer price and payment method.
1. Party A voluntarily transfers all its capital contributions to Party B. After Party B takes over the equity of Party A as a whole, Party B will have absolute control over the company.
2. Both parties agree that the total transfer price of the company is RMB (￥). The transfer price shall be paid in full by Party B to Party A in cash.
Three. Details and scope of asset transfer.
1. The business premises of the company are leased by Party A, and the assets of the company do not include land and buildings; Party A will hand over the workshop lease contract signed with the workshop owner to Party B, and Party B will enjoy the same rights as Party A in the workshop lease contract.
2. After this contract comes into effect, Party A and Party B shall make delivery according to the list of assets confirmed by both parties within working days, and complete delivery within working days after this contract comes into effect. During this period, Party A and Party B agree to guarantee the safety and integrity of the transferred property. In the process of delivery, both parties shall provide convenience for each other's work.
Four. Creditor's rights and debts
1. Before this contract comes into effect, all debts, taxes and fees incurred by Party A and the Company in the course of operation and management shall be borne by Party A, and all creditor's rights and debts incurred shall be enjoyed by Party A. If others bring a lawsuit, arbitrate or take other measures to claim any rights against Party A, the Company or Party B due to Party A's reasons, Party A shall voluntarily compensate Party B for all losses incurred.
2. After this contract comes into effect, all creditor's rights and debts generated by Party B's company shall be borne by Party B. ..
Verb (abbreviation for verb) tax burden.
Party A and Party B voluntarily bear the taxes and fees that should be paid by them due to the signing and performance of this Agreement.
6. Delivery of rights.
After the Contract comes into effect, all the rights enjoyed by Party A according to the Company Law and the Articles of Association are officially transferred to Party B, and Party B and its assignee formally enjoy all the shareholder rights stipulated in the Company Law and the Articles of Association, and all the creditor's rights and debts arising from Party B's operation and management of the company shall be enjoyed and borne by Party B. ..
7. Rights, obligations and liabilities for breach of contract.
1. Both parties shall abide by the provisions of this agreement and perform their respective obligations. If either party suspends the performance of this agreement without authorization, it shall compensate the other party for the losses caused by the suspension of the contract and bear all the expenses incurred by the observant party.
2. Party A guarantees that all documents and materials provided in this agreement are true and legal; Otherwise, Party A shall compensate Party B for all economic losses (including direct losses and indirect losses) and bear all expenses arising therefrom.
3. In the future, Party A shall be responsible for the change registration of the company, and the expenses shall be borne by Party A. After the change registration, the legal representative shall be the person designated by Party B. Party A shall assist Party B in the annual review and replacement of the next year, and the expenses shall be borne by Party B. ..
VIII. Dispute settlement.
In case of any dispute over the performance of this Agreement, Party A and Party B shall try their best to settle it through negotiation. If negotiation fails, both parties agree.
The people's court of the place where the intention is registered brings a lawsuit to solve it.
Nine. Attachment.
The following annexes are an integral part of this contract:
1, company assets list and assets handover list;
2, the company's production license; Business license of enterprise legal person; Health permit; Environmental review book;
3. Tax registration certificate, organization code certificate and factory building lease contract;
4. Contracts, documents and other materials of relevant companies before the signing of this contract.
X. supplementary provisions.
This agreement is made in duplicate, one for each party, and shall come into effect as of the date of signature or seal by both parties, and shall be binding on both parties. For matters not covered in this contract, Party A and Party B shall reach a supplementary agreement through consultation as an annex to this contract. The annexes to this contract have the same legal effect as this contract.
Transferor (Party A): limited liability company.
Legal representative:
Representative of the transferor's shareholders (signature):
1, name:
2. Name:
Transferee (Party B): ID number:
Contract signing place:
Contract signing time:
Legal basis:
Company Law of the People's Republic of China
Article 35 Shareholders may transfer all or part of their capital contributions to each other.
When a shareholder transfers his capital contribution to a person other than a shareholder, it must be agreed by more than half of all shareholders; Shareholders who do not agree to the transfer shall purchase the transferred capital contribution. If you don't buy the transferred capital contribution, it is deemed that you agree to the transfer.
Article 139 Shareholders must transfer their shares in a legally established stock exchange.