Legal basis: Article 71 of the Company Law of People's Republic of China (PRC).
Shareholders of an equity transfer limited liability company may transfer all or part of their equity 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.
What is the process of company transfer?
1. To discuss and vote at the shareholders' meeting, submit an application for capital transfer to the board of directors of the company and submit it to the shareholders' meeting for discussion and voting;
2. Asset evaluation requires asset evaluation of intangible assets such as state-owned assets and land use rights, industrial property rights and proprietary technology.
3. Sign the transfer agreement;
4. Cancel the capital contribution certificate of the original shareholders, issue the capital contribution certificate to the new shareholders, and modify the register of shareholders and the articles of association;
5. Go through the change registration;
6. Publicity.