According to the first paragraph of Article 72 of the Company Law, shareholders of a limited liability company may transfer all or part of their shares to each other. Shareholders of a limited liability company may transfer their shares to each other without the consent of other shareholders. It is legal for minority shareholders to transfer their shares to collective shares (generally in the name of employee stock ownership association) by means of equity transfer.
However, limited liability companies are subject to more restrictions on the external transfer of equity:
(1) With the consent of more than half of other shareholders, shareholders shall notify other shareholders in writing of their consent to transfer 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. ?
(2) When the people's court transfers the shareholder's equity according to the compulsory execution procedure prescribed by law, it shall notify the company and all shareholders, and other shareholders have the preemptive right under the same conditions. Other shareholders who fail to exercise the preemptive right within 20 days from the date of notification by the people's court shall be deemed to have waived the preemptive right.
Extended data
According to the Notice of State Taxation Administration of The People's Republic of China on Some Income Tax Issues Concerning Enterprise Equity Investment Business (Guo Shui Fa 1 18):
The income or loss from the transfer of enterprise equity investment refers to the balance after deducting the cost of equity investment from the income from the recovery, transfer or liquidation of equity investment.
If the distribution amount paid by the invested enterprise to the investor exceeds the accumulated undistributed profit and accumulated surplus reserve of the invested enterprise and is lower than the investment cost of the investor, it shall be regarded as investment recovery and the investment cost shall be reduced; The part that exceeds the investment cost shall be regarded as the income from the equity transfer of the investor's enterprise, incorporated into the taxable income of the enterprise, and the enterprise income tax shall be paid according to law.
Baidu Encyclopedia-China People and China Company Law
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