What matters should be paid attention to when transferring equity? Let the editor of the French Network organize it for you. We hope to be able to help you.
(1) When shareholders of a limited liability company transfer equity, they should inform the company and other shareholders of the proposed transferee and the proposed transfer price conditions, and seek their consent to the transfer. The company and other shareholders shall reply within 30 days. Failure to reply within the time limit shall be deemed to have agreed to the transfer;
(2) Shareholders of a limited liability company who have not fully contributed the capital to transfer equity should be aware that the company or other shareholders may request the transferor to Make up the capital contribution at the price of the transferred equity;
(3) If the nominal shareholder transfers the equity without the consent of the actual investor, the actual investor may (1) request the nominal shareholder to compensate the nominal shareholder for the losses suffered due to the equity transfer as agreed If the loss occurs, the people's court will support it;
(4) Pay attention to verify whether the equity transferor has the subject qualifications, whether the equity transfer agreement is legal and valid, and whether the shares to be transferred have been pledged or frozen.
(5) Pay attention to verify whether the equity transferor has signed a contract that prohibits or restricts the transfer of the proposed equity transfer. (Pay attention to verify whether the equity transferor has signed contracts, agreements and other documents that contain clauses prohibiting or restricting the transfer of the equity to be transferred, and whether the equity transferor has any judicial judgment or other reasons that restrict the transfer of the equity to be transferred.
Related Extended reading of knowledge: Procedures for equity transfer
1. Convene the company's shareholders' meeting to study the feasibility of selling and acquiring equity, analyze whether the purpose of selling and acquiring equity is in line with the company's strategic development, and make recommendations to the acquirer Analyze the company's economic strength and operating capabilities, and formulate an operation plan in strict accordance with the provisions of the "Company Law"
2. Hire a lawyer to conduct lawyer due diligence.
3. Transferor and transferee.
4. The transferor (state-owned, collective) enterprise shall submit an application for equity transfer to the superior authority and obtain approval from the superior authority.
5. , appraisal, and capital verification (private limited companies can also negotiate the equity transfer price)
6. Equity transfers belonging to state-owned enterprises or wholly state-owned limited companies need to go to the State-owned Assets Office for project approval and confirmation, and then to asset evaluation. The company shall conduct the assessment. Other types of enterprises can directly go to the accounting firm to handle the capital verification procedures after the change. 7. The transferor shall hold a staff or shareholders meeting, and the collective enterprise shall hold a staff or employee representative meeting. The provisions of the "Trade Union Law" formulate the resolution of the workers' congress. A joint-stock company must convene a shareholders' meeting (partial meeting) and form a shareholders' meeting resolution, which shall be adopted and formed in writing in accordance with the procedures and voting methods specified in the company's articles of association.
8. The company needs to convene a shareholders' meeting and formulate a resolution when the company's equity changes.
9. Equity transfer. The transferor and the transferee sign an equity transfer contract or equity transfer agreement.
10. The contract and its attachments must be reviewed by the Property Rights Exchange Center and the delivery procedures must be completed (private limited companies are not required to do so)
11. Go to the relevant departments to handle changes, registration and other procedures.