In today's society, the role of agreement is more and more important, and signing an agreement can effectively restrain the breach of contract. So how to write the relevant agreement? The following is a sample equity transfer agreement that I have compiled for you for your reference, hoping to help friends in need.
Equity transfer agreement 1 party a (transferor):
ID number:
Party B (transferee):
ID number:
_ _ _ _ _ _ _ _ _ _ _ _ _ Company (hereinafter referred to as "the Company") was established in this city on _ _ _ _ _ _. When this agreement is signed, Party A holds the equity of the company. Now, according to the Company Law of People's Republic of China (PRC), the Contract Law of People's Republic of China (PRC) and relevant laws and regulations, Party A and Party B have reached the following agreement on equity transfer through consultation:
I. Premise of the Agreement:
1. Both parties confirm that all contents and terms of this agreement are formulated and signed by both parties on the basis of equality and voluntariness, and are not standard terms; At the time of signing this Agreement, there was no fraud, coercion, taking advantage of others' danger or any other circumstances that might cause this Agreement to be invalid or revocable; Before signing this agreement, both parties have carefully read this agreement and fully understood all the terms of this agreement, and both parties agree to transfer the target equity according to the terms of this agreement.
2. Party A agrees to assume joint and several liability for repayment of Party A's obligations under this Agreement with all its personal assets.
Second, the transfer target:
1. Party A agrees to transfer its equity in the company to Party B. ..
2. Party B agrees to accept the company equity transferred by Party A in the preceding paragraph. After the equity transfer, Party B shall undertake all relevant obligations of Party A, including but not limited to continuing to fulfill the obligation of paying registered capital as stipulated in the Articles of Association.
3. As Party A has not actually contributed capital, this equity transfer price is _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
4. Party A and Party B confirm that Party B has paid all the equity transfer price to Party A when signing this Agreement, and Party A confirms that it has received it.
Three. Party A's guarantee:
Party A guarantees that it has complete right to dispose of the target equity it intends to transfer to Party B, the target equity is not pledged, the target equity is not sealed up, and it is not subject to recourse by a third party, otherwise Party A shall bear all economic and legal responsibilities arising therefrom. Where Party A violates the provisions of the preceding paragraph and causes losses to Party B, Party B has the right to recover from Party A. ..
Four. Profit and loss sharing of related companies (including creditor's rights and debts):
1. After the industrial and commercial change registration of the target equity is completed, Party B becomes a shareholder of the company. From the date when Party B becomes a shareholder of the company, Party B shall enjoy the company's profits and bear the operating risks and losses in proportion to its equity.
2. Since the effective date of this agreement, Party B has the creditor's rights of the company; Without the written permission of Party B, Party A shall not dispose of it.
3. Before Party B becomes a shareholder of the company (that is, before the industrial and commercial change registration of the target equity is completed), all debts incurred by the company shall be jointly and severally paid off by Party A with personal assets, which has nothing to do with Party B; If Party B pays in advance, it has the right to recover from Party A, and Party A shall pay it to Party B immediately. After Party B becomes a shareholder of the company, the debts of the company shall be borne by Party B. ..
4. Party A shall fully and truly disclose the debts of the Company to Party B before the signing of this Agreement. If Party B suffers losses after becoming a shareholder of the company because Party A did not truthfully inform Party B of the debts owed by the company before the equity transfer, Party B has the right to recover from Party A. ..
Verb (abbreviation of verb) change registration:
1. Party A and Party B agree and confirm that Party A is responsible for handling the industrial and commercial change registration of the target equity. Party A guarantees to actively cooperate with Party B to complete the industrial and commercial change registration procedures of the target equity after this agreement comes into effect.
2. If Party A needs Party B's cooperation to handle the industrial and commercial change procedures of the target equity, Party B shall cooperate.
3. All expenses, taxes, etc. arising from the industrial and commercial change registration of the target equity shall be borne by _ _ _ _.
Liability for breach of contract of intransitive verbs:
1. Either party to this contract shall be liable for breach of contract if it fails to perform its obligations correctly and comprehensively as agreed in this contract.
2. In any of the following circumstances, Party A shall be deemed to have breached the contract, and Party B shall have the right to terminate this contract and demand Party A to compensate all losses caused to Party B; Party B also has the right to choose to continue to perform this contract. In this case, Party A shall pay a penalty equivalent to three ten thousandths of the total price of equity transfer for overdue performance until the breach of contract is eliminated.
(1) Party A fails to perform any guarantee and/or commitment in Article 3 "Party A's Guarantee" and other clauses of this contract;
(2) Party A fails to handle the commercial registration of equity transfer, the change of shareholders' register and the change of the articles of association of the target company according to the conditions and time limit agreed in this contract.
3. If Party B fails to fulfill the payment obligation according to the terms and time limit agreed in this contract, Party B shall pay a penalty equivalent to three ten thousandths of the total price of equity transfer for the overdue performance until the breach of contract is eliminated.
4. After the signing of this contract, if Party A refuses to accept payment from Party B due to Party B's reasons, Party A will not be liable for breach of contract for overdue payment.
Seven. Alteration or dissolution of the agreement:
1. Party A and Party B may modify or dissolve this Agreement through consultation.
2. If this Agreement is modified or dissolved through negotiation, both parties shall re-sign the modification or dissolution agreement.
Eight. Burden of related expenses:
All related expenses (such as witness, evaluation or audit, industrial and commercial change registration, etc.). The expenses incurred in the process of this equity transfer shall be borne by Party A. ..
Nine. Dispute resolution method:
Any dispute arising from or related to this contract shall be settled by both parties through friendly negotiation. If negotiation fails, both parties agree to submit it to the court where the company is registered.
X. entry into force conditions:
This agreement shall come into force after being signed by both parties.
XI。 Others:
1. This agreement is made in duplicate, with each party holding one copy, with the same effect.
2. The text required for handling the change registration formalities shall be signed separately by both parties. If the text is inconsistent with this agreement, this agreement shall prevail.
Party A: _ _ _ _ _ _ _ _ Party B: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
Transferor of Equity Transfer Agreement II (Party A):
ID number:
Transferee (Party B):
ID number:
Whereas Party A legally owns _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Whereas Party B agrees to accept _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
Whereas, the shareholders' meeting of the Company also agrees that Party B shall accept _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
Based on the principle of equality, mutual benefit and consensus, Party A and Party B have reached the following agreement on equity transfer through friendly negotiation:
I. Equity transfer
1. Party A agrees to transfer its equity in the company, that is,% of the registered capital of the company, to Party B, and Party B agrees to accept the transfer.
2. The equity that Party A agrees to sell and Party B agrees to buy includes all carried interest and rights under the equity, and the above equity does not set any lien, mortgage and other third-party rights or creditor's rights.
3. After this agreement comes into effect, Party A will no longer assume any responsibilities and obligations for the company's operation and management, creditor's rights and debts.
Second, the transfer target, transfer price and payment method
1. Party A transfers all its _ _ _ _ _ _ _ _ shares.
2. Party B is willing to accept all the shares of _ _ _ _ _ _ _ _.
3. Party B agrees to remit all the equity transfer price to the bank account designated by Party A at one time when this agreement is established.
4. Party A's tax burden related to the payable price of Party A's equity transfer shall be borne by Party B, which has nothing to do with Party A, and Party B shall deal with it in time according to law.
Three. Warranties and statements of Party A.
1. Party A is the sole owner of the equity transferred in this agreement.
2. As a shareholder of the company, Party A has fully fulfilled its obligation to contribute to the registered capital of the company.
3. Ensure the completeness, truthfulness and legality of the documents mentioned in the activities related to the equity transfer.
4. Ensure the integrity of the transferred equity without any guarantee, mortgage or other third party rights.
5. Ensure that its subject qualification is legal and it has the right and ability to transfer equity.
6. Ensure that any litigation or arbitration arising from facts before the equity delivery date shall be borne by the transferor.
IV. Burden of expenses related to equity transfer
Both parties agree that Party A shall bear the relevant expenses arising from handling the equity transfer procedures agreed in this contract. ..
Five, the company's profit and loss (including creditor's rights and debts) sharing.
After this agreement comes into effect, the transferor shall enjoy and share all the creditor's rights and debts of the company before the transfer. The transferee shares the profits, risks and losses of the company after the transfer.
Secret of intransitive verbs
Either party shall not disclose, divulge or spread to the public or any third party the business secrets of the other party's production, operation, investment, etc. that it has learned during the negotiation, signing and performance of this contract; Nor shall they use such trade secrets for their own or others' benefit; Unless it is:
1, required by law.
2, social public interest requirements.
3. The other party agrees in writing in advance.
Seven. responsibility for breach of contract
1. If either party fails to perform or seriously violates any terms of this agreement, the breaching party shall compensate the observant party for all economic losses. Unless otherwise agreed in this Agreement, the observant party also has the right to demand the dissolution of this Agreement and demand the breaching party to compensate the observant party for all economic losses.
2. If Party B fails to pay the equity transfer payment on time as required, it shall pay _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ After Party B pays the liquidated damages to Party A, if the losses caused by Party B's breach of contract exceed the liquidated damages, or other damages are caused to Party A due to Party B's breach of contract, Party A's right to claim for the excess or other damages shall not be affected.
Eight. Dispute mediation
Any dispute arising from the performance of this Agreement shall be settled by both parties through friendly negotiation. If negotiation fails, either party may bring a lawsuit to the people's court where the company is located or submit it to the Arbitration Commission for arbitration.
Nine. This agreement is signed in the form of _ _ _ _ _ _ _ _ _ _
Transferor:
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Assignee:
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Equity transfer agreement 3 Transferor: (hereinafter referred to as Party A)
ID number:
Domicile:
Transferee: (hereinafter referred to as Party B)
ID number:
Domicile:
Whereas:
1, _ _ _ _ _ _ _ limited liability company is a private limited liability company established by joint contribution of Party A, Party B and another _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
2. Party A's investment is _ _ _ _ _ _ _ _ _ _% of the investment ratio, and Party B's investment is RMB _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ The investment amount is _ _ _ ten thousand yuan, accounting for _ _ _% of the investment proportion; _ _ _ _ _ The investment amount is _ _ _ ten thousand yuan, accounting for _ _ _% of the investment proportion.
Now, Party A and Party B have reached the following agreement on the transfer of _ _ _ _ _ _ _ _ _ _ _ _ _% equity.
Article 1 Transfer Price and Payment Method
1. Party A agrees to convert * * _ _ _ _ _% of its shares in _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
2. Party B agrees to pay RMB _ _ _ _ _ _ _ _
Article 2 guarantee
1. Party A guarantees that the shares transferred to Party B are the real contribution made by Party A in _ _ _ _ _ Co., Ltd., which is the equity legally owned by Party A, and Party A has complete right to dispose of it. Party A guarantees that the transferred shares are not mortgaged, pledged or guaranteed, and are not subject to recourse by any third party. Otherwise, Party A shall bear all responsibilities arising therefrom.
2. After Party A transfers its shares, its original rights and obligations in _ _ _ _ Co., Ltd. shall be enjoyed and assumed by Party B with the transfer of shares.
Article 3 Rights and obligations of both parties
1. Party A is responsible for handling the industrial and commercial change registration involved in this equity transfer.
2. Party B must pay the equity transfer price in time according to the agreement in this contract.
Article 4 Modification and Termination of the Contract
Under any of the following circumstances, the contract may be modified or terminated, but both parties must sign a written agreement to modify or terminate the contract.
1. The contract cannot be performed due to force majeure or external reasons that one party has no fault but cannot be prevented.
2. One party loses its actual performance ability.
3. Due to the breach of contract by one or both parties, the economic interests of the observant party are seriously affected, which makes the performance of the contract unnecessary.
4. If the situation changes, both parties agree to change or terminate the contract through consultation.
Article 5 Liability for breach of contract
1. After this agreement is formally signed, any party's failure or incomplete performance of the agreed terms of this agreement will constitute a breach of contract. The breaching party shall be responsible for compensating the losses caused to the observant party by its breach of contract.
2. If either party violates this Agreement, the observant party has the right to require the defaulting party to continue to perform this Agreement.
Article 6 Settlement of disputes
1. Disputes related to the validity, performance, breach and dissolution of this contract shall be settled through friendly negotiation.
If negotiation fails, either party may bring a lawsuit to the people's court. Or submit the dispute to the Arbitration Commission for arbitration in accordance with the arbitration rules in effect at the time of submission.
Article 7 Entry into force of the Agreement and others
1. This agreement shall come into effect after being signed and sealed by both parties.
2. The effective date of this agreement is the date of equity transfer, and the company changes the register of shareholders accordingly, issues a new certificate of capital contribution, and applies to the registration authority for relevant change registration.
3. This contract is made in quadruplicate, one for each party, one for the company's file and one for the application for change registration.
Party A (signature or seal):
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Party B (signature or seal):
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
;