I. Transfer of the Company
Company transfer refers to the transfer of all its business activities (including all assets and liabilities) or accounting branches to another company or individual without dissolution, including various qualifications that the company needs to change, and more often it is acquired.
Second, the equity transfer
Equity transfer mainly means that the shareholders of the company donate, exchange or sell their equity to other people or companies according to law, and the transferee will become the new shareholder of the company. If only part of the equity is transferred, the transferor is still a shareholder of the company, but if its own shares are reduced and all the equity is transferred, the transferor is no longer a shareholder of the original company.
Third, the difference between company transfer and equity transfer
1. Different assignors
Generally, the transfer of a company is more about transferring people who have nothing to do with the company or who are acquired by the company. There may be two situations of equity transfer: external transfer or internal transfer.
2. The transfer content is different
When a company is transferred, it is necessary not only to change the qualifications such as legal person and address, but also to change its business activities, including all assets and liabilities. Equity transfer is only a partial transfer of the company's equity.
3. Different transfer procedures
There are relatively many contents involved in company transfer. If there is business, you need to make a report. At the same time, it also involves a series of qualification changes such as company business license, bank account and tax registration. Equity transfer only needs to go to the industrial and commercial department to handle the company's equity change registration.
So generally speaking, there is a big difference between company transfer and equity transfer. The company transfer belongs to the whole company, and the equity transfer is only a part of the internal equity transfer. Relatively speaking, the company's equity transfer is relatively simple, while the company's legal person transfer is much more complicated.
What tax should I pay for the transfer of equity to individuals? Can the company become the transferor of equity?
Are individuals allowed to sell shares to the company? What if the equity transfer does not give money?
Equity transfer only changes taxes. Who pays the personal income tax on equity transfer?
The difference between the company's equity and the individual's equity without industrial and commercial registration.
Does the individual share transfer have anything to do with the company? The difference between company transfer and equity transfer.
What is the difference between a company's equity change and equity transfer?
Running a company is an equity distribution problem that many enterprises will encounter. Equity holders can transfer and change their equity at will, but equity change and equity transfer are two concepts. What's the difference between them?
First, the difference between equity change and equity transfer
Equity transfer refers to the civil legal act that shareholders of a company sell, donate or exchange their equity to other individuals or companies according to law, so that others can become shareholders of the company. If only part of the equity is transferred, the transferor is still a shareholder of the company, but the equity share is reduced; If all the shares are transferred, the transferor is no longer a shareholder of the original company.
The system of free transfer of shares is one of the charms of modern company system. Equity transfer has become an important form for enterprises to raise capital, reorganize property rights and optimize resource allocation.
Second, the equity transfer procedures
1. Convene the shareholders' meeting of the company to study the feasibility of buying and selling shares, analyze whether the purpose of buying and selling shares is in line with the strategic development of the company, analyze the economic strength and operating ability of the acquirer, and operate in strict accordance with the procedures stipulated in the Company Law.
2. The transferor and the transferee shall conduct substantive consultations and negotiations and sign an equity transfer agreement.
3, the transferor (state-owned, collective) enterprises to the higher authorities to apply for equity transfer, and approved by the higher authorities.
4. Capital verification. If the transferred equity belongs to a state-owned enterprise or a wholly state-owned limited company, it needs to be confirmed by the State-owned Assets Supervision and Administration Office, and then to the State-owned Assets Supervision and Administration Office. Other types of enterprises can go directly to the accounting firm to verify the changed capital.
5. The transferor holds a staff meeting or shareholders' meeting. Enterprises with the nature of collective enterprises need to convene a staff meeting or a staff representative meeting, and form a resolution of the staff representative meeting according to the provisions of the Trade Union Law. Limited company needs to convene (part of) shareholders' meeting and form a resolution of shareholders' meeting.
6. The company in changes in equity needs to convene a general meeting of shareholders and form a resolution.
7. The transferor and the transferee sign the equity transfer contract.
8. The Property Rights Center will conduct a hearing on the contract and its annexes and handle the delivery procedures.
9. Amend the Articles of Association, and go through the formalities for registration of change with the relevant departments.
It should be noted that according to Article 74 of the Company Law, after the equity transfer, the company shall cancel the capital contribution certificate of the original shareholder, issue the capital contribution certificate to the new shareholder, and modify the records of shareholders and their capital contribution in the articles of association and the register of shareholders accordingly. There is no need to vote at the shareholders' meeting to amend the Articles of Association this time.
Third, the specific process of the company's equity change
1. Obtain the company change registration application form;
2. Change the business license (fill in the company change form, affix the official seal, and sort out the amendments to the articles of association, the resolutions of the shareholders' meeting, the equity transfer agreement, and the original and copy of the company business license to the lobby of the Industrial and Commercial Bureau);
3. Change the company's relevant licensing qualifications (such as food license, human resource license, hygiene license, ICP, etc.). );
4. Change the tax registration (go to the tax bureau with the tax change notice or go online with the electronic tax bureau);
5. Change the bank information (go to the bank in basic deposit account with the bank change notice).
The above is the difference between equity transfer and equity change that I analyzed. I hope it will help you, and thank you for your reading and support.
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