1. The conditions for equity transfer vary from transferee to transferee.
1. Share transfer between shareholders. Shareholders of a limited liability company may transfer all or part of their shares to each other. As long as the transferor and the transferee reach an agreement, this type of equity transfer is unrestricted, and there is no need to obtain the consent of other shareholders or convene a general meeting of shareholders. The company may directly register the change with the registration authority.
2. Transfer equity to people other than shareholders. Shareholders can transfer their shares to people other than shareholders of the company, but they must be agreed by more than half of the other shareholders. When transferring its shares, a shareholder shall notify other shareholders in writing of the transfer of shares and obtain the consent. 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.
What needs special attention is that in terms of equity transfer, China's company law fully respects the special provisions of the company's articles of association. Where there are special provisions on equity transfer in the articles of association, such special provisions shall be directly applied for equity transfer. Therefore, the shareholders of the company can specifically restrict the transfer of shares in the articles of association according to their own wishes.
Second, the issue of shareholders' preemptive right.
1. With the consent of the shareholders, other shareholders have the preemptive right to the shares transferred to people other than the shareholders of the company. 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.
As mentioned above, shareholders of a company can specifically restrict the transfer of shares in the articles of association according to their own wishes, and the issue of shareholders' preemptive right is no exception. For example, the company's articles of association can stipulate the waiver and revocation of the preemptive right.
2. The court may dispose of the equity of the indebted shareholders by compulsory execution. When the court forcibly transfers the equity of the indebted shareholders through legal enforcement procedures, 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.
Third, shareholders demand to buy back shares.
When the company has some unfavorable conditions, shareholders can ask the company to buy back its shares to reduce risks. According to Article 75 of the Company Law, under any of the following circumstances, the shareholders who voted against the resolution of the shareholders' meeting may request the company to purchase its equity at a reasonable price: (1) The company has not distributed profits to shareholders for five consecutive years, but it has made profits for five consecutive years and meets the conditions for distributing profits stipulated in the Company Law; (2) Merger, division and transfer of major property of the company; (3) Upon the expiration of the business term stipulated in the Articles of Association or other reasons for dissolution stipulated in the Articles of Association, the shareholders' meeting adopts a resolution to amend the Articles of Association to make the Company survive.
If the shareholders and the company fail to reach an equity purchase agreement within 60 days from the date of adoption of the resolution of the general meeting of shareholders, the shareholders may bring a lawsuit to the people's court within 90 days from the date of adoption of the resolution of the general meeting of shareholders.
Fourth, the issue of equity inheritance.
After the death of a natural person shareholder, his legal successor can inherit the shareholder qualification; However, unless otherwise stipulated in the articles of association. In other words, shareholders can achieve the purpose of restraining equity inheritance by modifying the articles of association.