Because the equity pledge was established at the time of registration, and according to the law, the materials agreed by other shareholders are not needed for the registration of equity pledge. However, in order to realize the pledge, that is, the transfer of equity, it is necessary to obtain the consent of more than half of the shareholders according to law.
Refer to relevant laws:
Article 7 of the Measures for the Administration of Industry and Commerce on the Registration of Pledged Equity shall submit the following materials when applying for the registration of the establishment of pledged equity:
(1) An Application for Registration of Establishment of Equity Pledge signed or sealed by the applicant;
(2) A copy of the register of shareholders of a limited liability company that records the name of the pledgor and its capital contribution, or a copy of the shares of the joint-stock company held by the pledgor (both must be stamped with the company seal);
(3) Pledge contract;
(4) A copy of the pledgor or pledgee's qualification certificate or natural person's identity certificate (if the pledgor or pledgee belongs to a natural person, it shall be signed by himself; if it belongs to a legal person, it shall be stamped with the legal person's seal, the same below);
(5) Other materials required by the State Administration for Industry and Commerce.
If the designated representative or * * * entrusts an agent to handle the matter, the certificate of the applicant's designated representative or * * * entrusts an agent shall also be submitted.
Extended data:
Equity transfer generally goes through the following procedures:
1. The company held a shareholders' meeting to study the feasibility of acquiring equity, analyze whether the purpose of acquiring equity conforms to the company's strategic development, analyze the economic strength and operating ability of the acquirer, and operate in strict accordance with the procedures stipulated in the Company Law.
Second, hire a lawyer to conduct due diligence.
Three, the transferor and the transferee to conduct substantive consultations and negotiations.
Four. Appraisal and capital verification (private limited companies can also determine equity transfer price through consultation).
Verb (abbreviation of verb) The company that transfers its equity holds a shareholders' meeting and forms a resolution of the shareholders' meeting to remove the transferor's shareholders from their relevant positions. The voting proportion and voting method shall be implemented in accordance with the original Articles of Association, and the shareholders present at the meeting shall sign and seal the resolutions of the shareholders' meeting.
6. Where the equity is transferred to a third party other than the shareholders, the shareholders who transfer the equity shall apply to the board of directors of the company, and the board of directors shall submit it to the shareholders' meeting for discussion and voting; The equity transfer between shareholders does not need the approval of the general meeting of shareholders, as long as the company and other shareholders are notified. Shareholders give up the preemptive right when transferring their shares to a third party, and issue a waiver commitment or certificate.
Seven, the two sides signed an equity transfer agreement, to make specific provisions on the amount, price, procedures, rights and obligations of both parties, so that it can be used as an effective legal document to bind and regulate the behavior of both parties.
Eight. It is necessary to convene a new shareholders' meeting, and after the new shareholders' meeting agrees to vote, the relevant positions of new shareholders shall be appointed. The voting proportion and voting method shall comply with the provisions of the Articles of Association, and the shareholders attending the meeting shall sign and seal the resolutions of the shareholders' meeting. Discuss the new articles of association, and sign and seal the new articles of association after adoption.
9. Take back the original shareholder's contribution certificate, issue the new shareholder's contribution certificate, handle the change registration of the company's register of shareholders, cancel the original register of shareholders, record the new shareholder's name, domicile and the transferred capital contribution in the register of shareholders, and amend the company's articles of association accordingly. However, the capital contribution certificate, as the proof that the company has fulfilled its capital contribution obligations and enjoyed the equity, is only the proof that the shareholders are unfavorable to the company, which is not enough to produce the effect of publicity.
Ten, the newly revised articles of association, shareholders and their capital contributions to the administrative department for Industry and commerce for industrial and commercial change registration. The Regulations on the Administration of Company Registration stipulates that if a shareholder of a limited liability company transfers its equity, it shall apply for registration of change within 30 days from the date of transfer, and submit the qualification certificate of the new shareholder or the identity certificate of a natural person.
Reference: Baidu Encyclopedia-Measures for the Registration of Equity Pledge of Administration for Industry and Commerce