2. Write a letter of commitment, indicating the equity transfer;
3. Sign an equity transfer agreement;
4. Sign the resolution of the shareholders' meeting;
5. Formulate amendments to the Articles of Association, and make corresponding amendments to the changes of shareholders' information;
6. Download and print the Application for Enterprise Change Registration (Filing) and fill in, sign and seal it.
Information required for shareholder change:
1. Application for company change registration signed by the legal representative;
2. The company has signed the information of shareholders' contribution in the List of Change Registration of Limited Liability Companies;
3. The certificate of the designated representative or authorized agent signed by the company and a copy of the identity certificate of the designated representative or authorized agent; The handling matters, authority and authorization period of the designated representative or entrusted agent shall be indicated.
4. Where a shareholder transfers its equity to a person other than the shareholder, it shall submit the documents approved by more than half of the other shareholders; Or the resolution of the shareholders' meeting agreeing to the equity transfer; Or if other shareholders fail to reply within 30 days after receiving the notice, they shall submit the written notice and opinions of the shareholders to be transferred to other shareholders on the transfer.
5. Equity transfer agreement or equity delivery certificate signed by shareholders of both parties. Where there are other provisions on equity transfer in the articles of association, such provisions shall prevail.
6. A copy of the qualification certificate of the new shareholder or the identity certificate of the natural person;
7. Resolutions (decisions) to amend the Articles of Association and the revised Articles of Association or amendments thereto;
8. Where laws, administrative regulations and the State Council decisions require approval for the change of shareholders, submit the relevant approval documents or a copy of the license;
9. Original and duplicate of the company's business license.
Whether it is necessary to pay taxes mainly depends on whether the shares are transferred at a fair price or at a premium when the company's shareholders change. If the shares are transferred at a fair price, there is no need to pay personal income tax due to the transfer of shareholders, only stamp duty is required; If it is a premium transfer, then you need to pay personal income tax. Stamp duty shall be paid at 0.5 ‰ of the equity. For the income generated by the change of equity, if the shareholder is a natural person but not corporate shareholders, it is required to pay 20% personal income tax, and if it is corporate shareholders, it is required to pay 25% corporate income tax.
legal ground
Article 71 of People's Republic of China (PRC) Company Law Shareholders of a limited liability company may transfer all or part of their shares to each other.
Article 183 of the Company Law of People's Republic of China (PRC) * * * Company has serious difficulties in its operation and management, and its continued existence will cause great losses to shareholders' interests. If it cannot be solved by other means, shareholders holding more than 65,438+00% of all shareholders' voting rights of the company may request the people's court to dissolve the company.
Article 64 of the Civil Law of People's Republic of China (PRC) If the registered items of a legal person change during its existence, it shall apply to the registration authority for registration of change according to law.