If the shareholders and the transferee reach an agreement through consultation, they may sign a contract for the free transfer of equity, and the transfer of equity shall not infringe upon the preemptive right of other shareholders or violate the articles of association.
Company Law of the People's Republic of China
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.
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.
Article 72 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.
Second, the elements of equity transfer
1. Equity transfer is a civil legal act in which shareholders of a company transfer their shareholders' rights and interests to others for compensation according to law, so that others can obtain equity.
2, the effective elements of equity transfer, China's academic and practical circles generally have three views:
(1) on industrial and commercial change registration. It is believed that the equity will be transferred from the date of approval and registration by the company registration authority.
(2) The theory of changing the register of shareholders. It is considered that the registration of shareholders' register of limited liability company is the registration of rights, and the change of shareholders' register is the symbol of the transferee's acquisition of equity.
(3) Notification transfer theory. It is believed that after the equity transfer contract comes into effect, as long as the transferor informs the company of the transfer fact in writing, the equity transfer between the two parties will be completed.
3. The Company Law stipulates: "After the equity is transferred in accordance with the provisions of Articles 72 and 73 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. "The provisions of this article should be understood as the effectiveness of the entire equity transfer. Only when the equity transfer takes effect will the company fulfill its obligations such as changing the records in the register of shareholders.
From the above analysis, we know that according to the provisions of the Company Law, shareholders can transfer their shares to other shareholders or people other than shareholders, and shareholders and transferees can transfer their shares free of charge through consultation. However, the equity transfer shall not infringe upon the preemptive right of other shareholders or violate the articles of association. If you need legal help, readers can go to China. Com for consultation.
If you have any questions about the above contents, please contact.
report
Cite the law
[1] Article 7 of the Company Law1
[2] Article 72 of the Company Law
Did not find the answer? Recommend professional lawyers for speed consultation.
Hua LV Ji su consulting service
3 minutes quick response expert lawyer analysis guidance
Consulting TA
Pack it all
Consulting assistant
Currently online
Continue to consult
The Consulting Assistant will prompt you:
This article covers a wide range. If you need a targeted answer, please continue to consult me, describe yourself and be online 24 hours a day.
1 1 exclusive consulting service.
1 and 1 communicate deeply and solve efficiently.
# 1 minute to ask questions, with an average of 3 minutes to reply.
Consult immediately?
60 minutes consultation time
24-hour online consultation
1 enjoys the excellent service of 1.
just now
Hebei-Baoding users submit company law related consultation.
1 minute ago
Yunnan-Baoshan users submit marriage and family related consultations.
Three minutes ago
Users in Beijing-Shunyi District submit infringement consultation.
Five minutes ago
Users in Luwan District of Shanghai submit administrative litigation related consultation.
Seven minutes ago
Henan-Puyang users submit maritime related consultation.
Excellent local lawyers
Lawyer Li Jing.
Hualv authentication
Platform support
Good at: contract disputes, creditor's rights and debts, marriage and family.
Comprehensive evaluation 5.0
Response time 1 day
964 people were helped.
Full-time lawyer
Practiced for seven years.
Great experience
clock dial
Online consultation
Dou lawyer
Hualv authentication
Platform support
Good at: criminal defense, contract disputes, traffic accidents.
Comprehensive evaluation 5.0
Response time 1 day
1269 people got help.
Full-time lawyer
Practice 1 year
Great experience
clock dial
Online consultation
Lawyer Guo Huiguang
Hualv authentication
Platform support
Good at: traffic accidents, marriage and family, criminal defense.
Comprehensive evaluation 5.0
Response time 1 day
Has helped 5552 people.
Full-time lawyer
Practice 16 years
Great experience
clock dial
Online consultation
Lawyer Yao Hongzhi
Hualv authentication
Platform support
Good at: marriage and family, criminal defense, contract disputes.
Comprehensive evaluation 5.0
Response time 1 day
Helped 135 1 person.
Full-time lawyer
Practice for 28 years
Great experience
clock dial
Online consultation
Lawyer Sun Shuotong
Hualv authentication
Platform support
Good at: marriage and family, contract disputes, criminal defense.
Comprehensive evaluation 5.0
Response time 1 day
Full-time lawyer
Practice 1 year
Great experience
clock dial
Online consultation
Everyone is asking.
Only signed the equity holding agreement but not the equity transfer agreement, can the holding agreement be deemed invalid?
[Lawyer's reply] Hello: Not necessarily; It needs to be analyzed in combination with relevant evidence such as the equity holding agreement in specific cases; It is safer to ask a lawyer to solve the problem, so as not to damage the rights and interests; You can get professional advice and negotiate agency matters through WeChat contact charge (WeChat mobile phone synchronization).
16 lawyer replied
Consult immediately
63 people were helped.
Only signed the equity holding agreement but not the equity transfer agreement, can the holding agreement be deemed invalid?
[Lawyer's reply] Hello, the equity custody agreement is a separate legal act with no conditions attached. If the agreement itself does not violate the law, it is a valid contract, which has nothing to do with whether the equity transfer agreement itself is signed or not.
Eight lawyers answered
Consult immediately
Has helped 50 people.
Lawyer Yang Li.
Hualv authentication
Platform support
Good at: marriage and family, personal injury, traffic accidents.
Comprehensive evaluation 5.0
Response time 1 day
63 18 people who have helped.
Full-time lawyer
Internship for 3 years
Great experience
clock dial
Online consultation
Why don't you browse the answers?
Ask questions directly.
already
8 130 users obtained accurate and professional legal questions through consultation.
Signed an equity transfer agreement with the company, whether to bear the losses during the withdrawal period, signed an equity transfer agreement, but the company has not yet filed with the industrial and commercial bureau, and whether the equity transfer agreement has legal effect is not available online.
[Lawyer's reply] Hello, your question is answered as follows: The information you described is too brief to be analyzed in depth. You can click on the portrait of lawyer Chen, add V consultation, and provide professional legal consultation and litigation services.
Five lawyers answered
Consult immediately
5 1 person got help.
You might be interested.
Only signed the equity holding agreement but not the equity transfer agreement, can the holding agreement be deemed invalid?
[Lawyer's reply] Hello: Not necessarily; It needs to be analyzed in combination with relevant evidence such as the equity holding agreement in specific cases; It is safer to ask a lawyer to solve the problem, so as not to damage the rights and interests; You can get professional advice and negotiate agency matters through WeChat contact charge (WeChat mobile phone synchronization).
16 lawyer replied
Consult immediately
63 people were helped.
After the equity transfer, the withdrawal agreement has been signed, do you still need to bear the tax before withdrawal?
[Lawyer's reply] The withdrawal agreement means that the procedure of reducing the company's capital is very complicated, unless you transfer the equity. Legally speaking, equity transfer and company share repurchase are not a concept at all.
10 lawyer replied
Consult immediately
60 people got help.
Lawyer Wang Lin
Hualv authentication
Platform support
Good at: contract disputes, criminal defense, traffic accidents.
Comprehensive evaluation 5.0
Response time 1 day
73,292 people were helped.
Full-time lawyer
Practice 14 years
Great experience
clock dial
Online consultation
Why don't you browse the answers?
Ask questions directly.
already
8 130 users obtained accurate and professional legal questions through consultation.
Only signed the equity holding agreement but not the equity transfer agreement, can the holding agreement be deemed invalid?
[Lawyer's reply] Hello, the equity custody agreement is a separate legal act with no conditions attached. If the agreement itself does not violate the law, it is a valid contract, which has nothing to do with whether the equity transfer agreement itself is signed or not.
Eight lawyers answered
Consult immediately
Has helped 50 people.
The house is being demolished? Do you know the local demolition policy? One-on-one consultation with demolition lawyers!
Shengting demolition law team
advertisement
Signed an equity transfer agreement with the company, whether to bear the losses during the withdrawal period, signed an equity transfer agreement, but the company has not yet filed with the industrial and commercial bureau, and whether the equity transfer agreement has legal effect is not available online.
[Lawyer's reply] Hello, your question is answered as follows: The information you described is too brief to be analyzed in depth. You can click on the portrait of lawyer Chen, add V consultation, and provide professional legal consultation and litigation services.
Five lawyers answered
Consult immediately
5 1 person got help.
After signing the equity transfer contract, how to write the equity transfer has nothing to do with all the responsibilities of the company.
[Lawyer's reply] Hello, just write what you agreed in the contract. If you have any questions, please contact me for detailed consultation.
Three lawyers answered.
Consult immediately
Has helped 40 people.
Lawyer Wang Xiaoying.
Hualv authentication
Platform support
Good at: marriage and family, marriage and family, contract disputes.
Comprehensive evaluation 5.0
Response time 1 day
568 people were helped.
Full-time lawyer
Practiced for seven years.
Great experience
clock dial
Online consultation
Why don't you browse the answers?
Ask questions directly.
already
8 130 users obtained accurate and professional legal questions through consultation.
Equity transfer, can shareholders handle equity transfer?
[Lawyer's reply] Only shareholders can handle equity transfer.
Two lawyers answered.
Consult immediately
53 people got help.
Teaching and research cup teacher competition-national teacher education teaching thesis competition essay! Front-line teachers are welcome to participate.
Collect teaching papers on teaching and research cup education
advertisement
Chinese law > legal knowledge > company law > text
home page
Online consultation
City lawyer
hot-button issue
All rights reserved by China Travel. Com online customer service
At present, 267 1 1 lawyer is online.
Average 3 minutes response