if you withdraw your shares, you can only transfer your shares. As for how to divide it? How many shares do you hold will be determined through negotiation.
Shareholder Withdrawal
Article 36 of the Company Law stipulates: (Limited liability) After the establishment of the company, shareholders shall not withdraw their capital contribution. However, this does not mean that shareholders of the company are not allowed to quit the company under any circumstances. According to the Company Law, shareholders of a limited liability company can withdraw from the company through equity transfer or withdrawal. In addition, when the company is dissolved according to law, the shareholders of the company can also distribute the company's property after performing the relevant liquidation procedures according to law, so the shareholders can also obtain the legal purpose of actually quitting the company; According to the relevant provisions of the Company Law, this paper analyzes the specific withdrawal methods of shareholders of a limited liability company:
I. Transfer of equity
Article 72 of the Company Law stipulates that shareholders of a limited liability company can withdraw from the company by means of equity transfer. Equity transfer includes two ways: transfer between shareholders and transfer to people other than shareholders.
1. Transfer of equity between shareholders
Paragraph 1 of Article 72 of the Company Law stipulates that shareholders of a limited liability company may transfer all or part of their equity to each other.
2. Transfer of equity by persons other than shareholders
Paragraph 2 of Article 72 of the Company Law stipulates that the transfer of equity by shareholders to persons other than shareholders shall be approved by more than half of other shareholders. Shareholders shall notify other shareholders in writing about the transfer of their shares for approval. If other shareholders fail to reply within 3 days from the date of receiving the written notice, they shall be deemed to agree 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. 3. Provisions on share transfer in the Articles of Association
Paragraph 4 of Article 72 of the Company Law stipulates that if there are other provisions on share transfer in the Articles of Association, those provisions shall prevail. Ii. legal circumstances for applying for withdrawal of shares
the withdrawal of shares by shareholders of a limited liability company must comply with the three legal circumstances for shareholders to apply for withdrawal of shares stipulated in the company law. Article 75 of the Company Law confirms the withdrawal of shares of shareholders of a limited liability company:
Under any of the following circumstances, the shareholders who voted against the resolution of the shareholders' meeting may request the company to purchase its shares at a reasonable price:
(1) The company has not distributed profits to shareholders for five consecutive years, but the company has been making profits for five consecutive years and meets the conditions for distributing profits stipulated in this Law;
(2) the company merges, splits or transfers its main property;
(3) the business term stipulated in the articles of association of the company expires or other reasons for dissolution stipulated in the articles of association arise, and the shareholders' meeting adopts a resolution to amend the articles of association to make the company survive.
if the shareholders and the company fail to reach an equity purchase agreement within 6 days from the date of adoption of the resolution of the shareholders' meeting, the shareholders may bring a lawsuit to the people's court within 9 days from the date of adoption of the resolution of the shareholders' meeting.
thus, in order to exercise the right to withdraw shares, shareholders must meet one of the above three legal circumstances. The above three situations are difficult to occur during the company's existence. In addition to the above three legal withdrawal cases, there is no relevant legal basis for shareholders to withdraw their shares under the current legal framework.
III. Dissolution of the Company
From the analysis of the provisions of the Company Law, the shareholders' dissolution of the company is equivalent to the legal effect of quitting the company. 1. Dissolve the company according to the articles of association or the resolution of the shareholders' meeting
Article 181 of the Company Law stipulates: (1) The business term stipulated in the articles of association expires or other dissolution reasons stipulated in the articles of association occur; (2) The shareholders' meeting or shareholders' meeting resolves to dissolve. According to the second paragraph of the first paragraph of this article, the company can be dissolved. Paragraph 2 of Article 187 of the Company Law stipulates that the remaining property of the company after paying the liquidation expenses, employees' wages, social insurance expenses and statutory compensation, paying the tax owed and paying off the company's debts, the limited liability company shall distribute it according to the proportion of shareholders' investment. It can be seen that when the company is dissolved according to the articles of association or the resolution of the shareholders' meeting, the shareholders of the company have actually achieved the legal purpose of quitting the company. 2. Under special circumstances, shareholders can apply to the people's court for compulsory dissolution of the company. According to Article 183 of the Company Law, the company's operation and management are in serious difficulties, and its continued existence will cause great losses to shareholders' interests. If it cannot be solved by other means, shareholders holding more than 1% of all shareholders' voting rights of the company may request the people's court to dissolve the company. The purpose of this clause is to protect the interests of minority shareholders. However, in practice, it is difficult to grasp the interpretation and application of this law, and it is bound to encounter the problem of how to interpret and apply this law. For example, what kind of situation can be considered as "serious difficulties in company management"; What circumstances are in line with "shareholders' interests have suffered heavy losses"; What are the "other ways"? Nevertheless, this clause provides a new legal remedy for shareholders' mandatory withdrawal in the face of corporate deadlock. In short, after the above legal analysis, the transfer of shares, legal withdrawal of shares, dissolution of the company according to the articles of association and resolutions of the shareholders' meeting, and filing a lawsuit for dissolution of the company are several ways to solve the withdrawal of shareholders from the company in the current Company Law. The advantages and disadvantages of these methods are analyzed as follows: 1. The fastest and economical solution to equity transfer should be the first choice for shareholders when they consider quitting the company. 2. The advantage of dissolving the company according to the articles of association and the resolution of the shareholders' meeting is that it can well protect the rights of shareholders when they quit, but the disadvantage is that it is complicated to handle relevant procedures. 3. The legal withdrawal of shares is difficult to occur, but it is also an ideal choice for launching a company. 4. When the company refuses to buy the shares that meet the statutory withdrawal conditions, the shareholders may bring a lawsuit to the people's court. 5. Bring a lawsuit to the people's court for compulsory dissolution of the company. This way is the last resort for shareholders to exhaust other remedies, that is, on the premise that the legitimate rights and interests of shareholders are seriously affected and the operation and management of the company will be seriously affected, when other remedies are exhausted, the shareholders of the company can file a lawsuit against the people's court for compulsory dissolution of the company < P > ~ ~ ~ ~ ~ ~ ~ ~ < P > Simply put, you want to quit in the future. You can transfer 6% of your shares. Other shareholders of the company have the preemptive right and can also transfer it to others. If you really can't, you can only dissolve the company.