1. What should be included in the equity transfer agreement?
(1) Basic information of both parties, including the name and domicile of the transferor and the transferee, the name, position and nationality of the legal representative, etc.
(2) Company profile and shareholding structure.
(3) The notification obligation of the transferor.
(4) Share transfer, equity transfer price and payment method.
(5) the delivery period and method of equity transfer.
(6) Time agreement on obtaining shareholder status.
(7) Agreement on registration of change of equity transfer and actual handover procedures.
(8) Agreement on the company's creditor's rights and debts before and after the equity transfer.
(9) Agreement on the rights and obligations of equity transfer.
(10) Liability for breach of contract.
(1 1) applicable legal dispute settlement.
(12) notification obligation and contact information agreement.
(13) Modification and termination of the agreement.
(14) The signing place, time and effective time of the agreement.
Two. Does the entry into force of the equity transfer contract mean that the equity transfer has been realized?
Doesn't mean. The entry into force of the equity transfer contract means that the equity transfer contract is legally binding on both parties, that is, the transferor has the right to transfer the equity and the transferee has the obligation to pay the consideration. However, at this time, the equity has not been transferred, and the transferee can truly and effectively exercise the equity only after handling the industrial and commercial change registration.
Three. Is it ok to confirm that the transfer agreement is invalid by "the equity transfer has not been agreed by other shareholders"?
The Company Law stipulates that when shareholders of a limited liability company transfer their shares to a third party other than the shareholders of the company, they shall obtain the consent of more than half of the other shareholders and exercise the preemptive right. This is the right enjoyed by other shareholders of the company when the equity is transferred.
For the above reasons, the lawsuit of invalidation or objection of equity transfer should usually be filed by other shareholders of the company, not by other civil subjects. The transferee can only bring a lawsuit to confirm, invalidate or perform the payment on the equity transfer contract itself, and should not have the right to bring an invalid confirmation lawsuit that should have been brought by other shareholders of the company. The transferee of equity cannot claim that the equity transfer contract is invalid on the grounds that "the equity transfer has not been approved by other shareholders".
Legal objectivity:
Company Law of the People's Republic of China
Article 71
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.