The difference between enterprise sale and equity transfer

Legal analysis: company transfer: company transfer refers to the transfer of all its business activities (including all assets and liabilities) or accounting branches to another company or individual without dissolution, including various qualifications that the company needs to change, and more often, it is acquired.

Equity transfer: Equity transfer mainly means that shareholders of the company donate, exchange or sell their equity to other people or companies according to law, and the transferee will become a new shareholder of the company. If only part of the equity is transferred, the transferor is still a shareholder of the company, but if its own shares are reduced and all the equity is transferred, the transferor is no longer a shareholder of the original company.

Legal basis: People's Republic of China (PRC) Company Law.

Article 71 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.

With the consent of shareholders, under the same conditions, other shareholders have the preemptive right to the transferred equity. 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.

Article 73 After the equity is transferred in accordance with the provisions of Articles 71 and 72 of this Law, the company shall cancel the capital contribution certificate of the original shareholder, issue the capital contribution certificate to the new shareholder, and change the records of shareholders and their capital contribution in the articles of association and the register of shareholders accordingly. There is no need to vote at the shareholders' meeting to amend the Articles of Association this time.