Limited company is the most important organizational form for Chinese enterprises to implement corporate system, which refers to registration according to the Regulations of the People's Republic of China on the Administration of Company Registration.
Its advantage is that the establishment procedure is relatively simple, and there is no need to issue an announcement or account number. In particular, the company's balance sheet is generally not open, and the company's internal institutions are flexible. Its disadvantage is that it is impossible to issue shares publicly, and the scope and scale of funds raised are generally small, which is difficult to meet the needs of large-scale production and operation activities. Therefore, the form of limited liability company (limited company) is generally suitable for small and medium-sized non-joint-stock companies.
Extended data
Equity transfer of a limited liability company:
1, internal transfer
Shareholders of a limited liability company may transfer all or part of their shares to each other.
2. External transfer
(1) has an agreement. According to the agreement, if there are other provisions on equity transfer in the articles of association, those provisions shall prevail.
(2) It is legal only if there is no agreement: the transfer of shares by shareholders to people other than shareholders must be approved by "more than half of other shareholders" (1/2 or more).
Note: Shareholders do not need to make a resolution at the shareholders' meeting to transfer shares to insiders.
Means of expressing consent:
(1) definitely agree.
② If other shareholders fail to reply within 30 days from the date of receiving the written notice, it shall be deemed that they agree to the transfer.
③ 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.
(3) Preemptive right (order: negotiation-investment ratio)
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.
3. The people's court forces the transfer of shareholders' equity.
(1) Compulsory transfer: When the people's court transfers the shareholder's equity according to the compulsory execution procedure, 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.
(2) Procedure for equity transfer: cancel the original shareholder's contribution certificate-issue the contribution certificate to the new shareholder-modify the records of shareholders and their contribution in the Articles of Association and the register of shareholders.
Baidu Encyclopedia: Limited Liability Company