1. If the articles of association of a limited liability company stipulate the conditions for equity transfer and restrict shareholders from transferring equity, which does not violate the mandatory provisions of laws and regulations, the people's court shall determine its effectiveness. 2. The transfer of shares between shareholders of a limited liability company shall be notified to other shareholders. If multiple shareholders request to purchase equity, they shall transfer it according to their respective shareholding ratios. 3. When shareholders of a limited liability company transfer their shares to non-shareholders, they shall inform the company and other shareholders of the price conditions of the intended transferee and the transfer. The company shall convene a shareholders' meeting to solicit the consent of other shareholders. If the company fails to convene the shareholders' meeting in time, the shareholders who intend to transfer shares may seek the consent of other shareholders in writing and ask them to give a reply within a certain period of time. The time limit for requesting a reply should generally not be less than 30 days. Those who fail to reply within the time limit shall be deemed to agree. 4. (Designated transferee) If more than half of the other shareholders of a limited liability company do not intend to transfer shares to non-shareholders, the company shall designate dissenting shareholders to purchase the shares to be transferred within 65,438+05 days from the end of the shareholders' meeting or the expiration of the request for reply. 5. Within 30 days from the date of the company's designated acquisition, the dissenting shareholders shall sign an agreement with the shareholders who intend to transfer their shares. If the negotiation fails to reach a price clause, the people's court shall support the parties' claim of evaluating and determining the equity value. 6. If more than half of the other shareholders of a limited liability company do not intend to transfer shares to non-shareholders, but the company has not appointed a transferee within 15 days from the date of the end of the shareholders' meeting or the expiration of the request for reply, or the designated transferee has not signed an agreement with the shareholders who intend to transfer shares within 30 days from the date of the company's appointment, the shareholders who intend to transfer shares may transfer shares to non-shareholders. 7. If a shareholder of a limited liability company enters into an equity transfer contract with a non-shareholder without the consent of more than half of the other shareholders, or fails to inform other shareholders of the main conditions such as the transfer price, or enters into an equity transfer contract with a non-shareholder, and the price or other main conditions are lower than those notified to other shareholders, other shareholders may request the people's court to cancel the contract. After the termination of the equity transfer contract mentioned in the preceding paragraph, without the consent of more than half of other shareholders, other shareholders may claim to purchase the equity at the price determined through negotiation or evaluation, but fail to inform other shareholders of the main conditions such as the transfer price, or the main conditions such as the contract price are lower than the informed price or conditions, and other shareholders may claim to exercise the preemptive right according to the price and other conditions agreed in the equity transfer contract. 8. After the transferee is recorded in the company's register of shareholders for one year, if the shareholders claim to terminate the equity transfer contract mentioned in the preceding paragraph, the people's court will not support it. 9. If the shareholders of a limited liability company advocate preemptive purchase of part of the shares, which causes non-shareholders to give up the purchase due to the reduction of shares, the shareholders who intend to transfer the shares may require the shareholders who advocate preemptive purchase to transfer all the shares to be transferred. If they refuse to transfer all the shares, they shall be deemed to have given up the preemptive right. 10. If the shareholders of a limited liability company fail to fully contribute to the transfer of shares, and the company or other shareholders request the transferor to make up the contribution with the transfer price, the people's court shall support it. 1 1. If the company or other shareholders or creditors request the transferor to make up the capital contribution or take responsibility for the company's debts within the scope of insufficient capital contribution and interest, the people's court shall support it. 12. If the shareholders of a limited liability company fail to fully contribute to the transfer of shares, and the transferee claims to terminate the contract on the grounds of defects or fraud in the transfer target, the people's court will not support it. 13. If the nominal investor transfers the equity without the consent of the actual investor, the actual investor may require the nominal investor to compensate for the losses caused by the equity transfer. 14. If the actual investor claims that the equity transfer is invalid with him as the actual obligee and cannot prove that the transferee is not in good faith, the people's court shall reject his claim. 15. In the event of a dispute over the equity transfer of a limited liability company, if the parties do not include the transferee company when they file a lawsuit, they shall notify the company to participate in the lawsuit as a third party. 16. If a shareholder of a limited liability company transfers its equity to a non-shareholder, and other shareholders claim the right to purchase, and a dispute arises, and the non-shareholder to be transferred is not included in the lawsuit, the non-shareholder shall be notified to participate in the lawsuit as a third party. 17. Where a shareholder transfers state-owned shares, the value of the state-owned shares shall be evaluated. If there is no evaluation, it will not affect the effectiveness of the share transfer agreement. The people's court shall support the obligee's claim to supplement the assessment and make up the difference. If the transferee claims to terminate the transfer agreement because the difference that needs to be made up is too high, the people's court shall allow it. 18. If the parties claim that the equity transfer contract is invalid because the equity transfer leads to one-person shareholder of a limited liability company, the people's court will not support it. 19. If the shareholders' meeting decides that the company will reward managers or technicians in the form of performance shares or technical shares, and the registered capital of the company will be increased accordingly, which will be charged to the capital reserve fund, the people's court may determine its effectiveness.
Legal objectivity:
Article 71 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.