1. Shareholders of a limited liability company may transfer all or part of their shares to each other.
2. Shareholders' transfer of equity to persons other than shareholders shall be approved by more than half of other shareholders.
3. Under the same conditions, other shareholders have the priority to purchase the equity transferred with the consent of shareholders.
4. 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 have the preemptive right under the same conditions.
5. After the equity transfer, the company shall cancel the capital contribution certificate of the original shareholders, issue the capital contribution certificate to the new shareholders, and modify the records of shareholders and their capital contribution in the articles of association and the register of shareholders accordingly.
6. After the death of a natural person shareholder, his legal successor can inherit the shareholder qualification; However, unless otherwise stipulated in the articles of association.
7. In any of the following circumstances, the shareholders who voted 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.
What are the provisions when the equity transfer agreement comes into effect?
Generally speaking, the equity transfer contract is established when both parties reach an agreement and sign or seal it. Unless the laws and administrative regulations require approval and registration procedures, the equity transfer contract shall come into effect upon its establishment. As for the registration of equity transfer in industrial and commercial registration, it is only declarative and does not affect the validity of the contract.
The equity transfer contract is different from many civil contracts, and it has more legal effective elements or conditional effective conditions.
For example, the equity transfer of a Sino-foreign joint venture must be approved by the original examination and approval authority, and this approval becomes a legally effective requirement for this equity transfer. Some equity transfer contracts stipulate that this contract will take effect after it is approved by the board of directors or the general meeting of shareholders, or that this contract will take effect when other shareholders of the company promise to give up the transfer of equity, which is a typical agreed effective condition. Therefore, the signed or established equity transfer contract is not necessarily a valid contract, and the people's court should pay special attention to the examination of valid elements when determining the validity of the contract.
The parties to the equity transfer shall abide by the provisions of the company law as well as the contract law when concluding the equity transfer contract.
The Company Law stipulates that the promoters of a joint stock limited company shall not transfer the shares of the company within three years from the date of establishment, and the directors, supervisors and managers of the company shall not transfer the shares of the company during their term of office. Except as provided by law, if the articles of association have special restrictions and requirements on shareholders' transfer of shares or shares, shareholders shall not violate these provisions when entering into an equity transfer contract. The Company Law and other laws and regulations as well as the provisions of the central government and the State Council prohibit entities from engaging in profit-making activities and becoming shareholders of the company. If laws and regulations prohibit the rights and abilities of market entities (for example, commercial banks are not allowed to invest in non-bank financial institutions and enterprises in China), such entities may not enter into equity transfer contracts in violation of regulations. Limited liability companies also have special procedural requirements for signing equity transfer contracts with people other than shareholders.
Article 35 of the Company Law stipulates that shareholders of a limited liability company must obtain the consent of more than half of all shareholders when transferring their equity contribution to people outside the company. 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. Under the same conditions, other shareholders have the priority to purchase the capital contribution. According to this regulation, the shareholders of a limited liability company should transfer their shares to people other than shareholders. Relevant information about the transfer, including the transferee, the proportion of shares to be transferred, the transfer price, etc., shall be notified to the company in advance, and the shareholders' meeting of the company shall make a resolution on whether to approve the transfer of shares.
In addition, there is a problem of preemptive right of other shareholders under the same conditions. The company law does not stipulate when other shareholders' preemptive rights will be exercised or claimed, but there must be a reasonable time limit. Only when the shareholders' meeting of the company decides to agree to the transfer or the diagnosis is deemed to agree to the transfer, and no shareholders claim the preemptive right, the shareholders can transfer. Only the shareholder who transfers the equity can sign the equity transfer contract with the transferee according to the situation of notifying other shareholders of the company. Shareholders of a limited liability company transfer their shares to people other than shareholders. Even if the equity transfer contract has been signed before notifying the company, the contract will take effect when the shareholders' meeting of the company makes a resolution to agree to the transfer and all other shareholders of the company give up the preemptive right. If the shareholders of a limited company fail to follow the prescribed procedures, the equity transfer contract may be invalid or revoked.
In addition, the validity of the equity transfer contract is different from that of the equity transfer contract. The validity of the equity transfer contract refers to the issue that is legally binding on the parties to the contract, and the validity of the equity transfer refers to the issue of when the equity is transferred, that is, when the transferee obtains the shareholder status. The two cannot be confused. The equity transfer contract is invalid or invalid, and the equity transfer is not effective. Even after the equity transfer contract comes into effect, it still needs the proper performance of the parties to realize the equity transfer.
Legal basis:
According to Article 71 of the Company Law of People's Republic of China (PRC), 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.
According to the provisions of Article 72 of the Company Law of People's Republic of China (PRC), when the people's court transfers the shareholders' equity according to the compulsory execution procedures 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.