What is the procedure for acquiring part of the equity of a limited liability company?

Share purchase refers to an acquisition with all or part of the shares of the shareholders of the target company as the acquisition target. As a result of holding acquisition, Company A holds enough shares to control the absolute superiority of other companies, without affecting the continued existence of Company B, and its organizational form remains unchanged, and it still has the legal status of an independent legal person. The commodity bar code held by Company B is still held by Company B, and will not change due to the change of shareholders or the number of shareholders' shares. The owner of the barcode has not changed, and of course, its right to use has not been transferred.

operating procedure

First, draft and modify the equity acquisition framework agreement;

The second is to conduct due diligence on the major assets and credit status of the transferor, guarantor and target company;

Three, formulate the detailed text of the equity purchase contract, participate in the negotiations with the equity transferor or put forward written negotiation opinions;

4. Draft internal authorization documents (resolutions of shareholders' meeting, statement of waiver of preemptive right, etc.). );

Fifth, draft a joint guarantee agreement;

Sixth, draft a debt transfer agreement;

Seventh, revise and sort out the contracts produced in each round of negotiations to avoid risks and ensure the most basic rights and interests;

Eighth, issue written legal opinions on major issues or risks arising in the negotiation process;

Ninth, provide legal advice on problems in the performance of the contract;

Tenth, assist in the work of intermediary agencies such as asset appraisal;

Eleventh, go through the formalities of amending the articles of association and changing the warrants;

Twelfth, issue a written legal risk prevention plan for the operation of the target company (optional);

Thirteenth, assist in handling procedural issues such as internal authorization and internal disputes (optional);

Fourteenth, complete other legal work required for equity acquisition.