Internal equity transfer mode
1. In the equity transfer transaction, the transferor is the taxpayer and the transferee is the withholding agent, fulfilling the obligation of withholding and paying taxes.
2. After the two parties to the equity transaction sign the equity transfer agreement and complete the equity transfer transaction, but before the enterprise changes the equity registration, the transferor or transferee with the obligation to pay taxes or withhold and remit shall apply for tax payment (withholding) declaration to the competent tax authorities, and go through the formalities of equity change registration with the administrative department for industry and commerce on the strength of the personal income tax payment certificate or tax exemption or no tax certificate issued by the tax authorities.
3. Both parties to the equity transaction have signed an equity transfer agreement, but the equity transfer transaction has not been completed. When applying for the registration of equity change to the administrative department for industry and commerce, the enterprise shall fill in the Report on the Change of Individual Shareholders and report to the competent tax authorities.
Provisions on internal transfer of company equity
1. When a shareholder of a limited liability company transfers its equity to a person other than the shareholder, it shall notify other shareholders in writing or in other reasonable ways that can confirm the receipt of the equity transfer (it is best to make it clear in the company's articles of association so as to avoid wrangling) to express its consent.
Under the same conditions, with the consent of shareholders, shareholders other than the shareholders who transfer the equity may claim the preemptive right to the transferred equity.
2. Under the same conditions, factors such as the quantity, price, payment method and time limit of the transferred equity should be considered. Therefore, the matters and conditions of transferring shareholders' equity should be clearly defined in the notice, and it is best to stipulate and clarify the operating procedures of equity transfer in the company's articles of association.
3. If the shareholders of a limited liability company claim the priority to purchase the transferred equity, they shall, after receiving the notice, make a purchase request within the exercise period stipulated in the company's articles of association. If the exercise period is not specified in the articles of association or is unclear, the period specified in the notice shall prevail; If the period specified in the notice is less than 30 days or the exercise period is unclear, the exercise period is 30 days.
4. If the transferee of equity other than shareholders fails to achieve the purpose of the contract because the shareholders exercise the preemptive right, they may request the transferring shareholders to bear corresponding civil liabilities according to law, that is, the contract may not be invalid because they have no right to dispose of it, and if the defaulting party can't actually perform it, they may be held liable for breach of contract.