1. Can the actual investor sign the equity transfer agreement with the transferee in its own name?
Yes, but this transfer agreement cannot be directly effective for the company, and the registered shareholders of the company should cooperate to sign the corresponding equity transfer agreement. In case of dispute, the shareholder status of the actual investor must be established before the equity transfer agreement can take effect.
Second, what should I do if I deliberately make things difficult for its equity transfer?
It is the basic principle of company law that equity can be transferred according to law. According to the company law, if the major shareholder disagrees with the transfer of equity by the minor shareholder, it shall purchase the transferred equity. If he doesn't buy it, it will be regarded as agreeing to the transfer.
If the major shareholder who controls the company violates laws, administrative regulations or the company's articles of association and damages the interests of shareholders, the shareholders may bring a lawsuit to the people's court. If the major shareholder oppresses the minor shareholder, does not hold the shareholders' meeting and does not pay dividends, the minor shareholder can sue according to law and safeguard his legitimate rights and interests.
Iii. When the equity is transferred, economic losses are caused by false information?
1. If the assignor deceives the assignee, the assignee may bring a lawsuit to the people's court to request a change in the contract price;
2. For a contract signed by fraudulent means, the transferee may claim to terminate the contract and require the transferor to bear the corresponding liability for damages.
Fourth, what about "selling one more share"?
In a limited liability company, if shareholders repeatedly sell their shares to multiple shareholders, that is, "one share sells two shares" or "one share sells more", how should the transferee claim the rights? Since the rules of equity change should be comprehensively judged by formal elements and substantive elements, it is necessary to fulfill the equity transfer contract in practice and actually enjoy the rights of shareholders. After the change registration, the transferee is the shareholder of the company. Other assignees can only claim the liability for breach of contract from the assignor.
If all transferees have not made any changes and do not enjoy the rights of shareholders, the transferees can only continue to perform or breach the contract according to their respective contract claims, and the transferor has to choose one party to perform and bear the liability for breach of contract for other contracts that cannot be performed.
Verb (abbreviation of verb) Is it valid to stipulate in the equity transfer contract that the company's assets are owned by shareholders?
Invalid. The Contract Law clearly stipulates that a contract that maliciously damages the interests of a third party is invalid, the company's assets should be owned by the company according to law, and the equity transfer is only the shareholders' rights and interests of the company. If it is stipulated in the contract that the company's assets are owned by shareholders, it is tantamount to maliciously occupying the company's assets, which is naturally considered invalid.
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