Shareholder withdrawal agreement

Conclusion: You can't withdraw your shares. You can transfer the equity, or you can dissolve the company and distribute the remaining property.

1. Shareholders cannot withdraw their shares after becoming shareholders.

Shareholders cannot withdraw their shares after they become shareholders. No matter whether shareholders make contributions in kind, currency, intellectual property or other ways permitted by law, it is a transfer of ownership, not just for the use of the company.

For example, A invested in the company with a BMW car. Before the investment, the owner of BMW was A, but after the investment was completed, the owner of BMW became a company, and A got a part of the company's shares as a consideration.

Shareholders transfer their ownership to the company in the form of capital contribution, which means that the company stipulated in the company law is an enterprise legal person, with independent legal person property and legal person property rights. The withdrawal of shares by shareholders is tantamount to destroying the independent property of legal persons.

The Company Law also stipulates that a company shall be liable to its debtors with all its property. After the establishment of the company, various relationships will occur in its own name. For example, if the company's vehicle has a traffic accident, if it is determined that the company is the responsible party and needs compensation from the company, the tort liability debt will arise. In civil law, debt is divided into contract debt, unjust enrichment debt, tort liability debt and negotiorum gestio debt.

All these need to be liable to the creditors with all the company's property, and the withdrawal of shareholders means that the company's solvency is reduced, which may infringe on the interests of creditors. Therefore, it is the basic principle of the company law that shareholders cannot withdraw their shares after making capital contributions. So you can't withdraw your shares.

2. Equity transfer can be carried out.

Four shareholders, three want to retire, and leave them to you 1. If you like, you can negotiate with them to transfer all the shares to you. Three shareholders may also transfer their shares to external non-shareholders. In the share transfer, under the same conditions, you have the preemptive right.

3. Dissolve the company

If you can't reach an agreement on the equity transfer and you are willing to let them quit, then convene a shareholders' meeting to dissolve the company, and then enter the liquidation procedure to distribute the remaining property of the company.