1. The company is dissolved according to law and the property is distributed after liquidation;
2. Equity transfer. Shareholders' transfer of equity shall comply with the provisions of laws and articles of association;
3. Ask the company to buy back the equity. Shareholders may exercise the right to buy back the shares of dissenting shareholders if they meet the statutory circumstances.
Special circumstances of resignation:
(1) Requesting the company to buy back its equity.
In addition to equity transfer, under special circumstances, shareholders can also ask the company to buy back equity. According to the Company Law, 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:
(1) The company has not distributed profits to shareholders for five consecutive years, but it has made profits for five consecutive years, and it meets the conditions for distributing profits 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 adopts 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.
The shareholders required to buy here must be shareholders who voted against it, and must meet the above three special circumstances. As for the "reasonable price" of the acquisition, the law does not clearly stipulate. We think it should be determined according to the company's operation and financial situation at that time.
(2) dissolution
Dissolution is also a way for shareholders to quit the company, but how much money they can get when they quit depends on the liquidation. According to Article 18 1 of the Company Law, the company is dissolved for the following reasons:
(1) The business term stipulated in the Articles of Association expires or other reasons for dissolution stipulated in the Articles of Association occur;
(2) The shareholders' meeting or shareholders' meeting decides to dissolve;
(3) The company needs to be dissolved due to merger or division;
(4) The business license is revoked, ordered to close down or revoked according to law;
(5) The people's court is dissolved in accordance with Article 182 of this Law.
Item (5) here is a special case in dissolution, that is, under certain conditions, shareholders can file a deadlock lawsuit. According to the provisions of Article 182 of the Company Law, the operation and management of the company have encountered serious difficulties, and the continued existence will cause great losses to the interests of shareholders. If it cannot be solved by other means, shareholders who hold more than 10% of the voting rights of all shareholders of the company may request the people's court to dissolve the company.
The process of resignation is:
1. The shareholders of the company can quit the company by transferring shares, and the shares can be transferred to the shareholders of the company or to others.
2. The company has made profits for five consecutive years, which meets the conditions of profit sharing, but it has not distributed profits to shareholders for five years, or the company has merged, divided or transferred its main property. Shareholders can exercise their right to ask dissenting shareholders to buy back their shares and then quit.
3. Shareholders can request the dissolution of the company and then sue the court for capital withdrawal.
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.