1. The resolution of the general meeting of shareholders shall be signed by the shareholders before the transfer.
2. The transferor and the transferor shall sign a capital contribution transfer agreement.
3. The shareholders' general meeting is composed of new shareholders, and a new resolution is made to agree that the new members will form a new shareholders' general meeting to elect supervisors and directors.
4. Elect a new chairman or vice chairman, manager, legal representative, etc.
The new shareholders' meeting will revise the articles of association.
6. Go to the Industrial and Commercial Bureau to apply for change registration.
Mode of share transfer
1. Registered shares shall be transferred by the shareholders by endorsement or by other means prescribed by laws and administrative regulations. After the transfer, the company shall record the name and address of the transferee in the register of shareholders. Within 20 days before the general meeting of shareholders is held or within 5 days before the benchmark date when the company decides to distribute dividends, the above-mentioned register of shareholders may not be changed. 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.
2. The transfer of bearer shares shall take effect after the shareholders deliver the shares to the transferee.
According to the law, it can be known that the transfer of shares of a limited company requires the holder to reach an agreement with the transferee, but the shareholders before the transfer need to sign the resolution of the shareholders' meeting and other procedures.
Restrictions on share transfer
China's "Company Law" clearly stipulates: "The shares held by shareholders can be transferred according to law." However, the Company Law has the following restrictions on share transfer:
1. The shares of the Company held by the promoters shall not be transferred within one year from the date of establishment of the Company.
2. 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.
3. The transfer of state-owned shares shall be handled in accordance with the provisions of laws and administrative regulations.
4. Except in statutory circumstances, the company shall not be the transferee of its shares, nor shall it accept its shares as the subject matter of mortgage.
5. During the legal "stop transfer period", shareholders may not transfer their shares.
According to Article 140 of the Company Law, the change registration of the shareholders' register specified in the preceding paragraph shall not be carried out within 20 days before the shareholders' general meeting or five days before the benchmark date for the company to decide to distribute dividends. 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.
6. State-owned enterprises must abide by the relevant provisions of the state when buying and selling listed stocks. Article 83 of China's Securities Law stipulates: "State-owned enterprises and enterprises controlled by state-owned assets must abide by the relevant provisions of the state when buying and selling listed stocks."
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.
A simple model of equity transfer agreement
What taxes are required for share transfer?
The tax on the transfer of shares by shareholders of the company is as follows: both parties to the transfer of shares pay stamp duty at the rate of five ten thousandths. Income from equity transfer shall be subject to personal income tax at the rate of 20% if the shareholders are natural persons, and corporate income tax at the rate of 25% if the shareholders are legal persons.
Does the transfer of shares require the consent of other shareholders?
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.