Legal basis company law
Chapter III Equity Transfer of a Limited Liability Company
Article 72 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.
Article 73 When the people's court transfers the shareholder's equity according to the compulsory execution procedure prescribed by law, it shall notify the company and all shareholders, and other shareholders shall have the preemptive right under the same conditions. Other shareholders who fail to exercise the preemptive right within 20 days from the date of notification by the people's court shall be deemed to have waived the preemptive right.
Article 74 After the equity is transferred in accordance with the provisions of Articles 72 and 73 of this Law, the company shall cancel the capital contribution certificate of the original shareholder, issue the capital contribution certificate to the new shareholder, and change the records of shareholders and their capital contribution in the articles of association and the register of shareholders accordingly. There is no need to vote at the shareholders' meeting to amend the Articles of Association this time.
Article 75 In any of the following circumstances, a shareholder who votes against the resolution of the shareholders' meeting may request the company to purchase its equity at a reasonable price:
(a) the company has not distributed profits to shareholders for five consecutive years, but the company has made profits for five consecutive years and meets the conditions for distributing profits as stipulated in this Law;
(2) The merger, division or transfer of the company's main property;
(3) Upon the expiration of the business term stipulated in the Articles of Association or other reasons for dissolution stipulated in the Articles of Association, the shareholders' meeting will adopt a resolution to amend the Articles of Association to make the Company survive.
If the shareholders and the company fail to reach an equity purchase agreement within 60 days from the date of adoption of the resolution of the general meeting of shareholders, the shareholders may bring a lawsuit to the people's court within 90 days from the date of adoption of the resolution of the general meeting of shareholders.
Article 76 After the death of a natural person shareholder, his legal successor may inherit the shareholder qualification; However, unless otherwise stipulated in the articles of association.
Section 2 Share Transfer
Article 138 The shares held by shareholders may be transferred according to law.
Article 139 Shareholders shall transfer their shares in a legally established securities exchange or in other ways prescribed by the State Council.
Article 140 Registered shares shall be transferred by shareholders by endorsement or by other means as prescribed by laws and administrative regulations; After the transfer, the company shall record the name and domicile of the transferee in the register of shareholders.
Changes in the register of shareholders as mentioned in the preceding paragraph shall not be registered within 20 days before the convening of the shareholders' general meeting or five days before the benchmark date for the company to decide on dividend distribution. However, if there are other provisions in the law on the registration of changes in the register of shareholders of listed companies, those provisions shall prevail.
Article 141 The transfer of bearer shares shall take effect immediately after the shareholders deliver the shares to the transferee.
Article 142 The shares of the Company held by promoters shall not be transferred within one year from the date of establishment of the Company. Shares issued before the public offering of shares by the company shall not be transferred within one year from the date of listing and trading of the company's shares on the stock exchange.
The directors, supervisors and senior managers of the company shall report to the company the shares they hold and their changes, and the shares transferred each year during their term of office shall not exceed 25% of the total shares they hold; The shares held by the company shall not be transferred within one year from the date of listing and trading of the company's shares. The above-mentioned personnel shall not transfer their shares in the company within six months after leaving the company. The articles of association may make other restrictive provisions on the transfer of shares held by directors, supervisors and senior managers of the company.