Only voluntary equity transfer has the effect of shareholder withdrawal. When the company is dissolved according to law, the shareholders of the company can also distribute the company's property after performing the relevant liquidation procedures according to law, and the legal purpose of shareholders' actual withdrawal from the company can also be realized.
The main responsibilities of the company's shareholders:
1. Responsibility for capital contribution: Shareholders of the company need to contribute or deliver their capital contribution in accordance with the Articles of Association and the capital contribution agreement, and pay their capital contribution in full and on time;
2. Debt liability of the company: shareholders of the company need to bear limited liability for the debts of the company;
3. Corporate Responsibility: The shareholders of the company need to be responsible for the management of the company. Specifically, shareholders can participate in the decision-making and supervision of the shareholders' meeting and the board of directors, vote on the company's business decision-making and management, and make suggestions. If there are problems in the company's operation and management, shareholders need to bear corresponding responsibilities;
4. Liquidation responsibility: If the company can't continue to operate and needs liquidation, shareholders need to bear liquidation expenses and debts in proportion to their shares, and repay their shares after liquidation.
The procedures required for the change of shareholders are as follows:
1. Power of attorney entrusted by the company to handle the change registration;
2. Application for change of registration;
3. Resolution of the original shareholders' meeting;
4. Shareholders' equity transfer agreement;
5. Resolutions of the new shareholders' meeting;
6. A copy of the identity certificate of the new shareholder;
7. Employment documents;
8. A copy of the business license.
To sum up, shareholders have the right to dispose of their equity freely according to law, and only need to transfer their equity to other shareholders or a third person other than shareholders; Or shareholders ask the company to buy back its shares, and shareholders can quit the company and no longer enjoy shareholder status.
Legal basis:
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.