What are the precautions for equity transfer?

The system of free transfer of shares is one of the most successful systems in modern company system. With the establishment and development of China's market economy system, the innovation of state-owned enterprises and the revision and implementation of the new company law, equity transfer has become one of the important forms for enterprises to raise capital, reorganize property rights and optimize resource allocation. In the process of equity transfer, as the acquirer, we need to pay attention to the due diligence of the target company. The items that should be identified for the target company are: 1, the equity structure, assets, liabilities, tax arrears and contingent liabilities of the target company. 2. The contents of the articles of association of the target company, especially the restrictive provisions on equity transfer in the articles of association. Under normal circumstances, the transferee and the transferor shall jointly hire professional law firms, accounting firms and asset appraisal institutions to conduct due diligence on the legal status, financial status and important assets of the target company, and take the due diligence report as an annex to the equity transfer contract. Legal basis: Article 72 of the Company Law of People's Republic of China (PRC). 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.